No Insolvency Proceedings have been commenced against the Purchaser. The Purchaser or a third party has not filed any petitions for the commencement thereof. Purchaser is not under any condition of insolvency, inability to pay debts, or suspension of payment, and there are no risks of insolvency, inability to pay debts, or suspension of payment as a result of the execution or performance of this Agreement.

(i) changes the definitions of “Carve Out”, “Conforming Post-Petition Financing”, “Post-Petition Financing”, “Insolvency Increase Amount” or “Maximum Revolving Insolvency Amount” or # changes, modifies or waives any of the provisions of [Sections 10.6 through 10.12];

“Insolvent”: pertaining to a condition of Insolvency.

Section # Post-Petition Financings; Insolvency Proceedings 159

“Insolvency Event” shall mean, for any Person:

bankruptcy or insolvency of [[Organization A:Organization]]; and

Petition to apply to commence Insolvency Proceedings

the commencement of main insolvency proceeds; or

Without limiting any other protections available to the Parties under Canadian Insolvency Acts, the Bankruptcy Code or any other United States of America federal or state, or any other insolvency law, the Parties acknowledge and agree that:

an Insolvency Event shall occur with respect to Computershare.