Solvency. In the case of each of the Security Parties, # the sum of its assets, at a fair valuation, exceeds its liabilities, including, to the extent they are reportable as such in accordance with GAAP, contingent liabilities, # the present fair market salable value of its assets is not and shall not be less than the amount that will be required to pay its probable liability on its existing debts, including, to the extent they are reportable as such in accordance with GAAP, contingent liabilities, as they mature, # it does not have unreasonably small working capital with which to continue its business and # it has not incurred, does not intend to incur and does not believe it will incur debts beyond its ability to pay such debts as they mature;

Solvency. The transactions contemplated by the Basic Documents do not and will not render the Borrower not Solvent.

Solvency. (i) Each Obligor is Solvent, and the pledge of the Collateral and execution and performance of the Loan Documents will not cause any Obligor to no longer be Solvent; # each Obligor has made adequate provision for the payment of all of its creditors; and # no Obligor has entered into any transaction contemplated in this Agreement or any other Loan Document to provide preferential treatment to Lender or any other creditor of such Obligor in anticipation of seeking relief under federal or state bankruptcy or insolvency laws.

Solvency. The transactions contemplated by the Basic Documents do not and will not render the Servicer not Solvent.

Solvency. A payment may be delayed where the payment would jeopardize the ability of the Bank to continue as a going concern.

Solvency. The transactions contemplated by the Basic Documents do not and will not render the Borrower not Solvent.

Solvency. Borrower is Solvent and Borrower and its Subsidiaries, taken as a whole, are Solvent.

Solvency. The transactions contemplated by the Basic Documents do not and will not render the Servicer not Solvent.

Solvency. The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date in form and substance reasonably satisfactory to the Administrative Agent.

Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, # the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, # the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof as such matters are described in the Registration Statement, and # the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. [Schedule 3.1](aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means # any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), # all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet