Solvency Certificate. The Administrative Agent shall have received a solvency certificate, dated as of the Closing Date and after giving effect to the Transactions, from an authorized officer of the Borrower, substantially in the form of [Exhibit D].

Solvency Certificate. On the Effective Date, Lender shall have received a solvency certificate from the chief financial officer of Borrower in the form of [Exhibit G].

Solvency Certificate. A duly completed, executed Solvency Certificate dated as of the Closing Date and signed by a Financial Officer of the Borrower;

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 Shares hereunder, # 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, 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

Solvency. As of the date hereof and immediately after giving effect to each Transaction, the fair value of the assets of [[Organization C:Organization]] is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the Financial Statements of [[Organization C:Organization]] in accordance with GAAP) of [[Organization C:Organization]] and [[Organization C:Organization]] is solvent and, after giving effect to the transactions contemplated by this Agreement and the other Program Documents, will not be rendered insolvent or left with an unreasonably small amount of capital with which to conduct its business and perform its obligations. [[Organization C:Organization]] does not intend to incur, nor does it believe that it has incurred, debts beyond its ability to pay such debts as they mature. [[Organization C:Organization]] is not contemplating the commencement of an insolvency, bankruptcy, liquidation, or consolidation proceeding or the appointment of a receiver, liquidator, conservator, trustee, or similar official in respect of itself or any of its property.

Solvency. After giving effect to # the Loans to be made (or, if applicable, Letters of Credit to be issued or deemed issued) on the Restatement Effective Date or such other date as Loans requested hereunder are made (or Letters of Credit are issued), # the other transactions contemplated by this Agreement and the other Loan Documents and # the payment and accrual of all transaction costs with respect to the foregoing, the Company is, and the Company and its Subsidiaries taken as a whole are, Solvent.

Solvency. Immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, the Borrower and its Subsidiaries, taken as a whole, are Solvent.

Solvency. The Company Group is, and immediately after the Initial Closing Date and each Additional Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to any person on a particular date, that on such date # the fair market value of the assets of such person is greater than the total amount of liabilities (including contingent liabilities) of such person, # the present fair salable value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its debts as they become absolute and matured, # such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and # such person does not have unreasonably small capital.

Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan and after giving effect to the application of proceeds of each Loan, ESI and its Subsidiaries, on a consolidated basis, are Solvent.

Solvency. Immediately after giving effect to the transactions contemplated hereby, Purchaser shall be solvent and shall: # be able to pay its debts as they become due; # own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and # have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Purchaser or [[Organization A:Organization]]. In connection with the transactions contemplated hereby, Purchaser has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured.