No Violation or Default. Neither the Company nor any of its subsidiaries is # in violation of its charter or by-laws, each as amended, (or analogous governing instrument, as applicable), # in default in any respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or # in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject (including, without limitation, those administered by the FDA or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA) except, in the case of [clauses (ii) and (iii) above], for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

(i) After giving effect to the Transactions, each Credit Party is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, # as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities (actual, contingent or otherwise), and # subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities.

No Violation or Default. Neither the Company nor any of its subsidiaries is # in violation of its charter or by-laws (or analogous governing instrument, as applicable), # in default in any respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or # in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of [clauses (ii) and (iii) above], for any such violation or default that would not, singly or in the aggregate, have a Material Adverse Effect.

(i) After giving effect to the Transactions, each Credit Party is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, # as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities (actual, contingent or otherwise), and # subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities.

After giving effect to the Transactions, Borrowers, taken as a whole, will be solvent, able to pay their debts as they mature, will have capital sufficient to carry on their business and all businesses in which they are about to engage, and # as of the Closing Date, the fair present saleable value of their assets, calculated on a going concern basis, are in excess of the amount of their liabilities and # subsequent to the Closing Date, the fair saleable value of their assets (calculated on a going concern basis) will be in excess of the amount of their liabilities.

(i) After giving effect to the Transactions, DZSI and its Subsidiaries on a consolidated basis are and will be solvent, is and will be able to pay its debts as they mature, has and will have capital sufficient to carry on its business and all businesses in which it is about to engage, # as of the Closing Date, the fair present saleable value of the assets of DZSI and its Subsidiaries on a consolidated basis, calculated on a going concern basis, is in excess of the amount of the liabilities of DZSI and its Subsidiaries on a consolidated basis, and # subsequent to the Closing Date, the fair saleable value of the assets of DZSI and its Subsidiaries on a consolidated basis (calculated on a going concern basis) will be in excess of the amount of the liabilities of DZSI and its Subsidiaries on a consolidated basis.

After giving effect to the transactions contemplated by this Agreement, and as of the making of each Advance and issuance of each Letter of Credit, the Loan Parties and their Subsidiaries taken as a whole are Solvent.

(i) After giving effect to the Transactions, the Loan Parties (taken as a whole) will be solvent, able to pay their debts as they mature, will have capital sufficient to carry on their businesses and all businesses in which they are about to engage, # as of the Closing Date, the fair present saleable value of the Loan Parties’ assets (taken as a whole), calculated on a going concern basis, is in excess of the amount of their liabilities (taken as a whole), and # subsequent to the Closing Date, the fair saleable value of the Loan Parties’ assets (taken as a whole) (calculated on a going concern basis) will be in excess of the amount of their liabilities (taken as a whole).

(i) Borrowers on a Consolidated Basis are solvent, and the Loan Parties are able to pay their debts as they mature, have capital sufficient to carry on their respective businesses and all businesses in which they are about to engage, # as of the Closing Date, the fair present saleable value of the assets of Borrowers on a Consolidated Basis, calculated on a going concern basis, is in excess of the amount of the liabilities of Borrowers on a Consolidated Basis, and # subsequent to the Closing Date, the fair saleable value of the assets of Borrowers on a Consolidated Basis (calculated on a going concern basis) will be in excess of the amount of the liabilities of Borrowers on a Consolidated Basis (calculated on a going concern basis).

No Violation or Default. Neither the Company nor any of its Subsidiaries is # in violation of its charter or by‑laws or similar organizational documents; # in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries are subject; or # in violation of any law of any governmental authority, except, in the case of each of [clauses (ii) and (iii) above], for any such violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.