Common use of Solvency Certificate Clause in Contracts

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that that, as of the Closing Date, after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower Borrowers to the effect that after giving effect to the consummation of the Transactions, the Borrower Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Delayed Draw Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower Borrowers to the effect that after giving effect to the consummation of the TransactionsAcquisition and the borrowing of the Delayed Draw Term Loans and the loans under the ‘Unsecured Bridge Asset Facility, the Borrower Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Restatement Effective Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Term Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of the Borrower to substantially in the effect that after giving effect to the consummation form of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.Exhibit M.

Solvency Certificate. On the Closing Date, the Administrative Agent (or its counsel) shall have received a certificate from the Chief Executive Financial Officer, the President, the Chief Financial Accounting Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower Holdings to the effect that after giving effect to the consummation of the Transactions, the Borrower Holdings and its Subsidiaries, on a consolidated basis with the Restricted Subsidiaries is basis, are Solvent.

Solvency Certificate. On the Closing Restatement Effective Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower Holdings to the effect that after giving effect to the consummation of the Transactions, the Borrower Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent and the Joint Lead Arrangers shall have received a certificate from the Chief Executive Officerchief executive officer, the Presidentpresident, the Chief Financial Officerchief financial officer, the Treasurertreasurer, the Vice Presidentvice president-Financefinance, a Directordirector, a Managermanager, or any other senior financial officer of the Borrower Holdings to the effect that after giving effect to the consummation of the Transactions, to be consummated on the Borrower Closing Date, Holdings, on a consolidated basis with the Restricted Subsidiaries Subsidiaries, is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer Authorized Officer of the Borrower to the effect that immediately following the establishment of the Revolving Credit Commitments on the Closing Date and after giving effect to the consummation application of the proceeds of any Revolving Credit Loans made on the Closing Date (and after giving effect to the Transactions), the Borrower and its Subsidiaries on a consolidated basis with the Restricted Subsidiaries is are Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of the Borrower to substantially in the effect that after giving effect to the consummation form of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.Exhibit J.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent Agents shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower and the Restricted Subsidiaries on a consolidated basis with the Restricted Subsidiaries is are Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chairman, the President, the Vice Precedent, the Chief Executive Officer, the PresidentChief Operating Officer, the Chief Financial Officer, the General Counsel, the Treasurer, the Vice President-FinanceAssistant Treasurer, a Directorthe Secretary, a Manager, the Assistant Secretary or any other senior financial officer the Controller of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a ManagerPresident‑Finance, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower and its Subsidiaries on a consolidated basis with the Restricted Subsidiaries is are Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-FinancePresident‑Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings and the Borrower to substantially in the effect that after giving effect to the consummation form of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.Exhibit I.

Solvency Certificate. On the Closing Date, the Administrative Agent (or its counsel) shall have received a certificate from the Chief Executive Financial Officer, the President, the Chief Financial Accounting Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that immediately after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Manager or any other senior financial officer of the U.S. Borrower to the effect that after giving effect to the consummation of the Transactions, the U.S. Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings, the Company or the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.. 6.9

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted its Subsidiaries is Solvent.

Solvency Certificate. On the Closing Restatement Effective Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.-109- US-DOCS\118329784.▇▇▇▇▇▇▇▇▇▇.6

Solvency Certificate. On the Closing Restatement Effective Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Restatement Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent Agents shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Lead Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower Borrowers and the Restricted Subsidiaries on a consolidated basis with the Restricted Subsidiaries is are Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower and the Restricted Subsidiaries on a consolidated basis with the Restricted Subsidiaries is are Solvent.

Solvency Certificate. On the Closing Date, the The Administrative Agent shall have received a certificate Solvency Certificate, dated as of the Funding Date, from the Chief Executive Officerchief executive officer, the Presidentpresident, the Chief Financial Officerchief financial officer, the Treasurertreasurer, the Vice Presidentvice president-Financefinance, a Directordirector, a Managermanager, or any other senior financial officer of the Borrower to the effect that Parent (after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent).

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of the Borrower to the effect that after giving effect to the consummation of the TransactionsTransactions on the Closing Date, the Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chairman, the President, the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel, the Treasurer, the Vice President-FinanceAssistant Treasurer, a Directorthe Secretary, a Manager, the Assistant Secretary or any other senior financial officer the Controller of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of the Lead Borrower to the effect that after giving effect to the consummation of the Transactions, the Lead Borrower on a consolidated basis with the Restricted its Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the The Administrative Agent shall have received a certificate certificates from the Chief Executive Officerchief financial officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Managerchief accounting officer, or any other senior financial officer with equivalent duties of the Borrower Company with respect to solvency (on a consolidated basis) of the effect that (i) Company and its subsidiaries and (ii) the Borrowers, each as of the Closing Date after giving effect to the consummation of Transactions in substantially the Transactions, the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.form attached hereto as Exhibit H.