Common use of Solvency Certificate Clause in Contracts

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the from Borrower’s chief financial officer on behalf of the Borrowerofficer, in substantially in the form of Exhibit GM, as to the solvency of each of the Loan Parties after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Transactions.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially Parent Guarantor in the form attached as Exhibit D and that shall document the solvency of Exhibit G, the Parent Guarantor and the Borrower (exclusive of their respective Subsidiaries) after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions contemplated by this Agreement.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by dated as of the date of this Agreement from the chief financial officer on behalf of the Borrower, Company in substantially in the form of attached as Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer or president on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;L hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf from a Financial Officer of Holdings or the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer of the Borrower, on behalf of each of the BorrowerCredit Parties, substantially in the form of Exhibit G, after giving effect F to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Credit Agreement.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, Borrower (after giving effect to the consummation of the transactions contemplated by this Amendment) substantially in the form of Exhibit G, after giving effect G to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Credit Agreement.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed Solvency Certificate executed by the chief financial officer on behalf of the Borrower, substantially Borrower in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer of the Borrower certifying on behalf of the Borrower, substantially in Borrower that the form of Exhibit GBorrower and its Subsidiaries on a consolidated basis, after giving effect to the Transactions orand the other transactions contemplated hereby, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;are Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, in substantially in the form attached hereto as Exhibit J from the Chief Financial Officer of Exhibit G, New Holdings that shall certify as to the solvency of New Holdings and its Subsidiaries on a consolidated basis after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Transactions.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf a Financial Officer of the Borrower, Holdings in substantially in the form of Exhibit GK as to the financial condition, solvency and related matters of Holdings and the Subsidiaries, after giving effect to the Transactions or, at initial extensions of credit under the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Loan Documents on the Closing Date and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by of the chief financial officer on behalf or chief executive officer of the Borrower, Borrower substantially in the form of Exhibit GH, certifying the solvency of Holdings, the Borrower and the Subsidiaries, on a consolidated basis, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf from a Responsible Officer of the Holdings and Borrower, substantially in the form of Exhibit GD, certifying that Holdings and its Subsidiaries on a consolidated basis, after giving effect to the Transactions ortransactions contemplated hereby, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;are Solvent.

Solvency Certificate. The Administrative Agent shall have -------------------- received a solvency certificate signed by from a member of senior management the chief financial officer on behalf of the Borrower, substantially Borrower in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the from Borrower's chief financial officer on behalf of the Borrowerofficer, in substantially in the form of Exhibit GM, as to the solvency of each of the Loan Parties after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Transactions.

Solvency Certificate. The Administrative Agent shall have received a satisfactory solvency certificate signed by from the chief financial officer on behalf of each of Holdings, the Borrower and the Company that shall document the solvency of the Borrower, substantially in Holdings and the form Company, respectively, and each of Exhibit G, their respective Subsidiaries after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf from a Financial Officer, dated as of the BorrowerEffective Date and after giving effect to the Transactions, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer Chief Financial Officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;H hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially in form and substance reasonably acceptable to the form of Exhibit GAdministrative Agent, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions ortransactions contemplated hereby, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;are solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions Borrower (or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;) that shall document the solvency of the Borrower and its Subsidiaries (on a going concern and consolidated basis) after giving effect to the Transactions and the Initial Share Repurchase.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer or treasurer on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;F hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer and treasurer on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially which solvency certificate shall be in form and substance reasonably satisfactory to the Administrative Agent (it being understood and agreed that the form of Exhibit G, after giving effect attached to the Transactions orCommitment Letter, at dated as of May 1, 2012, shall be deemed satisfactory to the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Administrative Agent).

Solvency Certificate. The Administrative Agent Agents shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrowercertificate, substantially in the form attached hereto as Exhibit R from the Chief Financial Officer of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Company.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf (or other officer with reasonably equivalent responsibilities) of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;; (l)

Solvency Certificate. The Administrative Agent shall have received a customary solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially in Borrower that shall document the form solvency of Exhibit G, the Borrower and its subsidiaries (on a consolidated basis) after giving effect to the 2012 Transactions or, at and the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standingother transactions contemplated hereby;

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf a Financial Officer of the Borrower, Holdings in substantially in the form of Exhibit GK to the Existing Credit Agreement as to the financial condition, solvency and related matters of Holdings and the Subsidiaries, after giving effect to the Transactions or, at Refinancing and New Revolving Commitments under the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Fourth Amendment on the Fourth Amendment Effective Date and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received and be reasonably satisfied with a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to executed as of the Transactions or, at Restatement Effective Date by the chief financial officer of the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed certificate, duly executed by the chief financial officer on behalf or treasurer (or other comparable officer) of Debtor and dated as of the BorrowerClosing Date, substantially in the form of Exhibit GG hereto, certifying that, after giving pro forma effect to the Transactions orTransactions, at the Borrower’s option, Loan Parties and their respective Subsidiaries (on a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;consolidated basis) are Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer, chief accounting officer on behalf or other officer with equivalent duties of the Borrower (or, at the sole option and discretion of the Borrower, a third party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm) substantially in the form of attached to this Amendment as Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standingA;

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to executed as of the Transactions or, at Closing Date by the chief financial officer of Holdings and the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;.

Solvency Certificate. The Administrative Agent shall have received a satisfactory solvency certificate signed by from the chief financial officer on behalf of Holdings, which shall document the Borrower, substantially in the form solvency of Exhibit G, Holdings and its Subsidiaries after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a satisfactory solvency certificate signed by from the chief financial officer on behalf of Holdings, which shall document the Borrower, substantially in the form solvency of Exhibit G, Holdings and its Subsidiaries after giving effect to the Transactions or, at Transaction and the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by of the chief financial officer on behalf or chief executive officer of Holdings or the Borrower, Borrower substantially in the form of Exhibit G, certifying the solvency of Holdings, the Borrower and the Subsidiaries, on a consolidated basis, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer a Financial Officer on behalf of the Borrower, Borrower substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;J.

Solvency Certificate. The Administrative Agent shall have received received, with counterparts for each Lender, a solvency certificate signed certificate, dated the Effective Date, duly executed and delivered by the chief financial officer on behalf or accounting (including the treasurer) Authorized Officer of the U.S. Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf (or other officer with reasonably equivalent responsibilities) of the Borrower, substantially in the form of Exhibit G, after giving effect G hereto certifying as to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;matters set forth therein.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the US Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially Borrower in the form of Exhibit GE, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions orTransactions, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;are Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief a senior financial officer on behalf of the BorrowerBorrowers, substantially in the form of Exhibit GJ, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standingTransactions;

Solvency Certificate. The On the Closing Date, the Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf (or other officer with reasonably equivalent duties) of the Borrower, substantially Holdings in the form of Exhibit G, after giving effect to the Transactions G (or, at the Borrower’s optionoption of Holdings, a third party opinion as to the solvency opinion from an independent investment bank or valuation firm of Holdings and its subsidiaries on a consolidated basis issued by a nationally recognized standing;firm).

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;F hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect G to the Transactions orExisting Credit Agreement from the chief financial officer, at chief accounting officer or other financial officer of the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;.