Adequate Capitalization; No Insolvency. As of such date it is, and after giving effect to any Conveyance it will be, solvent and it is not entering into this Agreement or consummating any transaction contemplated hereby with any intent to hinder, delay or defraud any of its creditors.

Adequate Protection. All adequate protection granted to the [[Administrative Agent:Organization]] in any Insolvency Proceeding with respect to a Loan Party, including all Liens granted to the [[Administrative Agent:Organization]] in any such Insolvency Proceeding as adequate protection, are intended to be for the benefit of all Secured Parties and shall be subject to Section 10.3, subject to any court order affecting the rights and interests of the parties hereto not in conflict with the terms hereof. Without limiting the foregoing, the [[FILO Documentation Agent:Organization]], on behalf of the FILO Secured Parties, shall have the right to seek adequate protection for the FILO Loans solely in the form of payment of interest at the then applicable interest rate (including the FILO Applicable Margin) for the FILO Loans and reimbursement of reasonable expenses of the [[FILO Documentation Agent:Organization]]; provided, however, that the [[Administrative Agent:Organization]], on behalf of the Revolving Secured Parties, may contest (or support any other Person contesting) any request by any FILO Secured Parties for such adequate protection from proceeds of Collateral unless each of the following conditions is satisfied: # such payments are approved by a final order of the applicable U.S. Bankruptcy Court (or other court of competent jurisdiction) approving a Post-Petition Financing consented to by the [[Administrative Agent:Organization]], # the [[Administrative Agent:Organization]] and the other Secured Parties (other than the FILO Secured Parties) are also receiving adequate protection payments covering their interest, fees and expenses, # the amount of all such payments is added to the Maximum Revolving Insolvency Amount, and # the FILO Secured Parties agree to pay over an amount not to exceed the payments so received if the Revolving Obligations and all obligations under such Post-Petition Financing are not paid in full in such Insolvency Proceeding.

Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, # any request by First Lien Agent or any of the other First Lien Secured Parties for adequate protection or any adequate protection provided to First Lien Agent or other First Lien Secured Parties or # any objection by First Lien Agent or any of the other First Lien Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or # the payment of interest, fees, expenses or other amounts to First Lien Agent or any other First Lien Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or under any comparable provision of any other Bankruptcy Law.

Insolvency. The commencement of an Insolvency Proceeding by or against any Borrower or Guarantor or their assets and, if instituted against the Borrower or any Guarantor, are consented to or are not dismissed within 60 days after such commencement, or an order for relief is entered in an such Insolvency Proceeding, or the making by any Borrower or any Guarantor of any offer of settlement, extension or composition to its unsecured creditors generally;

Insolvency. Insolvency of any of the Healthtech Parties, or assignment for the benefit of creditors by Borrower, or commencement of a voluntary or involuntary case in bankruptcy, receivership or insolvency by or against the Healthtech Parties; or

Insolvency. (a) A Co-Borrower or any of its Subsidiaries is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; # a Co-Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or # an Insolvency Proceeding is begun against a Co-Borrower or any of its Subsidiaries and is not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);

Insolvency. Should Guarantor become insolvent, or fail to pay Guarantor’s debts generally as they become due, or voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law, or become a party to (or be made the subject of) any proceeding provided for by any Debtor Relief Law (other than as a creditor or claimant) that could reasonably be expected to suspend or otherwise adversely affect the rights and remedies of [[Organization C:Organization]] granted hereunder, then, in any such event, the Guaranteed Obligations shall be, as between Guarantor and [[Organization C:Organization]], a fully matured, due, and payable obligation of Guarantor to [[Organization C:Organization]] (without regard to whether [[Organization B:Organization]] is then in default under any Warehouse Documents or whether the Guaranteed Obligations, or any part thereof is then due and owing by [[Organization B:Organization]] to [[Organization C:Organization]]), payable in full by Guarantor to [[Organization C:Organization]] upon demand, which shall be the estimated amount owing in respect of the contingent claim created hereunder.

Insolvency. Maker makes an assignment for the benefit of any one or more of its creditors; or

The authorized capital stock of the Company consists of eleven million one hundred ninety five thousand two hundred ninety six(11,195,296) shares (the “Authorized Shares”).

Capitalization. [Schedule 3.5] sets forth all of the current holders of Common Stock of the Company, as of the date of this Agreement. All the issued and outstanding Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable. Except as set forth in [Schedule 3.5], as of the date hereof, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, Company Common Stock or any such options, rights, convertible securities or obligations. Except as set forth in [Schedule 3.5], there are no existing voting trusts or similar agreements to which the Company is a party with respect to the voting of Company Common Stock. Upon completion of the Share Exchange pursuant to Section 1.1 hereof, HoldCo shall be the record and beneficial owner of all of the outstanding capital stock of the Company, and the current holders of Common Stock of the Company will be the record and beneficial owners of all of the outstanding capital stock of HoldCo.