Common use of Solvency Certificate Clause in Contracts

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that that, as of the Closing Date, after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Term Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Delayed Draw Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower Borrowers to the effect that after giving effect to the consummation of the TransactionsAcquisition and the borrowing of the Delayed Draw Term Loans and the loans under the ‘Unsecured Bridge Asset Facility, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower Borrowers to the effect that after giving effect to the consummation of the Transactions, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings or the Borrower to substantially in the effect that after giving effect to the consummation form of the Transactions, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.Exhibit M.

Solvency Certificate. On the Closing Restatement Effective Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Restatement Effective Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent Agents shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower and the Restricted Subsidiaries on a consolidated basis with the Restricted Subsidiaries is are Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings or the Borrower to substantially in the effect that after giving effect to the consummation form of the Transactions, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.Exhibit J.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a ManagerPresident‑Finance, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower and its Subsidiaries on a consolidated basis with the Restricted Subsidiaries is are Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings or the Borrower to substantially in the effect that after giving effect to the consummation form of the Transactions, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.Exhibit M. 715000788 12406500715000788 12406500

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chairman, the President, the Vice Precedent, the Chief Executive Officer, Presidentthe Chief Operating Officer, the Chief Financial Officer, the General Counsel, the Treasurer, the Vice President-FinanceAssistant Treasurer, a Directorthe Secretary, a Manager, the Assistant Secretary or any other senior financial officer the Controller of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Manager or any other senior financial officer of Holdings or the U.S. Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings U.S. Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings or and the Borrower to substantially in the effect that after giving effect to the consummation form of the Transactions, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.Exhibit I.

Solvency Certificate. On the Closing Date, the Administrative Agent (or its counsel) shall have received a certificate from the Chief Executive Financial Officer, President, the Chief Financial Accounting Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that immediately after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent (or its counsel) shall have received a certificate from the Chief Executive Financial Officer, President, the Chief Financial Accounting Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings and its Subsidiaries, on a consolidated basis with the Restricted Subsidiaries is basis, are Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent Agents shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Lead Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrowers and the Restricted Subsidiaries on a consolidated basis with the Restricted Subsidiaries is are Solvent.

Solvency Certificate. On the Closing Restatement Effective Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.. 6.10 [Reserved]. 6.11

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the TransactionsTransactions on the Closing Date, Holdings Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings Holdings, the Company or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the 108 effect that after giving effect to the consummation of the Transactions, Holdings the Borrower and the Restricted Subsidiaries on a consolidated basis with the Restricted Subsidiaries is are Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the Restricted its Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the Restricted Subsidiaries is Solvent.. 6.9

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chairman, the President, the Chief Executive Officer, President, the Chief Financial Officer, the General Counsel, the Treasurer, the Vice President-FinanceAssistant Treasurer, a Directorthe Secretary, a Manager, the Assistant Secretary or any other senior financial officer the Controller of Holdings or the Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Borrower on a consolidated basis with the its Restricted Subsidiaries is Solvent.

Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, Finance or any other senior financial officer of Holdings or the Lead Borrower to the effect that after giving effect to the consummation of the Transactions, Holdings the Lead Borrower on a consolidated basis with the Restricted its Subsidiaries is Solvent.