Common use of Disclosure; Solvency Clause in Contracts

Disclosure; Solvency. Neither this Loan Agreement nor any other document furnished to the Banks by or on behalf of the Borrowers in connection with the Term Loans, the Revolving Credit Facility and/or the Swing Line Loans and/or the other Obligations taken as a whole contains any statement of any material fact which is untrue or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact known to the Borrowers which materially adversely affects or in the future will (so far as the Borrowers can now foresee) materially adversely affect the business, operations, affairs or condition of the Borrowers or any of their properties which has not been set forth in this Loan Agreement or in the other documents furnished to the Banks by or on behalf of the Borrowers in connection with the Term Loans, the Revolving Credit Facility, the Swing Line Loans and the other Obligations. The Borrower, on a Combined basis in accordance with GAAP, are currently solvent; and neither the issuance and delivery of the Term Notes and the Revolving Credit Notes to the Banks, nor the obtaining of the Letters of Credit, nor the performance of the transactions contemplated hereunder or thereunder, will render the Borrowers, on a Combined basis in accordance with GAAP, insolvent, inadequately capitalized to undertake the transactions contemplated hereunder or to undertake the businesses in which they are presently engaged or about to engage or render any of the Borrowers unable to pay their debts as they become due; the Borrowers are not contemplating either the filing of a petition by them or the commencement of a case by them under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of their property; and the Borrowers have no knowledge of any Person contemplating the filing of any such petition or commencement of any such case against the Borrowers.

Disclosure; Solvency. Neither this Loan Agreement nor any other document furnished to the Banks by or on behalf of the Borrowers in connection with the Term Loans, the Revolving Credit Facility Facilities and/or the Swing Line Loans and/or the other Obligations taken as a whole contains any statement of any material fact which is untrue or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact known to the Borrowers which materially adversely affects or in the future will (so far as the Borrowers can now foresee) materially adversely affect the business, operations, affairs or condition of the Borrowers or any of their properties which has not been set forth in this Loan Agreement or in the other documents furnished to the Banks by or on behalf of the Borrowers in connection with the Term Loans, the Revolving Credit FacilityFacilities, the Swing Line Loans and the other Obligations. The BorrowerRes-Care and its Subsidiaries, on a Combined consolidated basis in accordance with GAAP, are currently solvent; and neither the issuance and delivery of the Term Notes and the Revolving Credit Notes to the BanksBanks and the Swing Line Note to PNC, nor the obtaining of the Letters of Credit, nor the performance of the transactions contemplated hereunder or thereunder, will render the BorrowersRes-Care and its Subsidiaries, on a Combined consolidated basis in accordance with GAAP, insolvent, inadequately capitalized to undertake the transactions contemplated hereunder or to undertake the businesses in which they are presently engaged or about to engage or render the any of the Borrowers unable to pay their debts as they become due; the Borrowers are not contemplating either the filing of a petition by them or the commencement of a case by them under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of their property; and the Borrowers have no knowledge of any Person contemplating the filing of any such petition or commencement of any such case against the Borrowers.

Disclosure; Solvency. Neither this Loan Agreement nor any other document furnished to the Banks by or on behalf of the Borrowers Borrower and the Subsidiaries in connection with the Term Loans, the Revolving Credit Facility and/or the Swing Line Loans and/or the other Obligations taken as a whole contains any statement of any material fact which is untrue or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact known to the Borrowers Borrower and the Subsidiaries which materially adversely affects or in the future will (so far as the Borrowers can now foresee) materially adversely affect the business, operations, affairs or condition of the Borrowers Borrower and the Subsidiaries or any of their properties which has not been set forth in this Loan Agreement or in the other documents furnished to the Banks by or on behalf of the Borrowers Borrower and the Subsidiaries in connection with the Term Loans, the Revolving Credit Facility, the Swing Line Loans Facility and the other Obligations. The BorrowerBorrower and the Subsidiaries, on a Combined consolidated basis in accordance with GAAP, are currently solvent; and neither the issuance and delivery of the Term Revolving Credit Notes and the Revolving Credit Notes Guaranty Agreement to the Banks, nor the obtaining of the Letters of Credit, nor the performance of the transactions contemplated hereunder or thereunder, will render the BorrowersBorrower or the Subsidiaries, on a Combined consolidated basis in accordance with GAAP, insolvent, inadequately capitalized to undertake the transactions contemplated hereunder or to undertake the businesses in which they are presently engaged or about to engage or render any of the Borrowers Borrower and the Subsidiaries, on a consolidated basis, unable to pay their debts as they become due; neither the Borrowers are not Borrower nor any Subsidiary is contemplating either the filing of a petition by them or the commencement of a case by them under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of their property; and the Borrowers have Borrower has no knowledge of any Person contemplating the filing of any such petition or commencement of any such case against the BorrowersBorrower or the Subsidiaries.

Disclosure; Solvency. Neither this Loan Agreement nor any other document furnished to the Banks by or on behalf of the Borrowers Borrower and the Subsidiaries in connection with the Term Loans, the Revolving Credit Facility and/or the Swing Line Term Loans and/or the other Obligations taken as a whole contains any statement of any material fact which is untrue or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact known to the Borrowers Borrower and the Subsidiaries which materially adversely affects or in the future will (so far as the Borrowers can now foresee) materially adversely affect the business, operations, affairs or condition of the Borrowers Borrower and the Subsidiaries or any of their properties which has not been set forth in this Loan Agreement or in the other documents furnished to the Banks by or on behalf of the Borrowers Borrower and the Subsidiaries in connection with the Term Loans, the Revolving Credit Facility, the Swing Line Term Loans and the other Obligations. The BorrowerBorrower and the Subsidiaries, on a Combined consolidated basis in accordance with GAAP, are currently solvent; and neither the issuance and delivery of the Revolving Credit Notes, the Term Notes and the Revolving Credit Notes Guaranty Agreement to the Banks, nor the obtaining of the Letters of Credit, nor the performance of the transactions contemplated hereunder or thereunder, will render the BorrowersBorrower or the Subsidiaries, on a Combined consolidated basis in accordance with GAAP, insolvent, inadequately capitalized to undertake the transactions contemplated hereunder or to undertake the businesses in which they are presently engaged or about to engage or render any of the Borrowers Borrower and the Subsidiaries, on a consolidated basis, unable to pay their debts as they become due; neither the Borrowers are not Borrower nor any Existing Subsidiary is contemplating either the filing of a petition by them or the commencement of a case by them under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of their property; and the Borrowers have Borrower has no knowledge of any Person contemplating the filing of any such petition or commencement of any such case against the BorrowersBorrower or the Subsidiaries.

Disclosure; Solvency. Neither this Loan Agreement nor any other -------------------- document furnished to the Banks by or on behalf of the Borrowers Borrower and the Guarantors in connection with the Term Loans, the Revolving Credit Facility and/or the Swing Line Loans and/or the other Obligations taken as a whole contains any statement of any material fact which is untrue or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact known to the Borrowers Borrower and the Guarantors which materially adversely affects or in the future will (so far as the Borrowers Borrower and the Guarantors can now foresee) materially adversely affect the business, operations, affairs or condition of the Borrowers Borrower and the Guarantors or any of their properties which has not been set forth in this Loan Agreement or in the other documents furnished to the Banks by or on behalf of the Borrowers Borrower and the Guarantors in connection with the Term Loans, the Revolving Credit Facility, the Swing Line Loans and the other Obligations. The Borrower, on a Combined consolidated basis in accordance with GAAP, are is currently solvent; and neither the issuance and delivery of the Term Revolving Credit Notes and the Revolving Credit Notes Guaranty Agreements to the Banks, nor the obtaining of the Letters of Credit, nor the performance of the transactions contemplated hereunder or thereunder, will render the BorrowersBorrower, on a Combined consolidated basis in accordance with GAAP, insolvent, inadequately capitalized to undertake the transactions contemplated hereunder or to undertake the businesses in which they are presently engaged or about to engage or render any of the Borrowers Borrower, on a consolidated basis, unable to pay their its debts as they become due; neither the Borrowers are not Borrower nor any Guarantor is contemplating either the filing of a petition by them or the commencement of a case by them under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of their property; and the Borrowers have Borrower has no knowledge of any Person contemplating the filing of any such petition or commencement of any such case against the BorrowersBorrower or the Guarantors.

Disclosure; Solvency. Neither this Loan Agreement nor any other document furnished to the Banks by or on behalf of the Borrowers in connection with the Term Loans, the Revolving Credit Facility and/or the Swing Line Loans and/or the other Obligations taken as a whole - 49 - 50 contains any statement of any material fact which is untrue or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact known to the Borrowers which materially adversely affects or in the future will (so far as the Borrowers can now foresee) materially adversely affect the business, operations, affairs or condition of the Borrowers or any of their properties which has not been set forth in this Loan Agreement or in the other documents furnished to the Banks by or on behalf of the Borrowers in connection with the Term Loans, the Revolving Credit Facility, the Swing Line Loans and the other Obligations. The BorrowerRes-Care and its Subsidiaries, on a Combined consolidated basis in accordance with GAAP, are currently solvent; and neither the issuance and delivery of the Term Notes and the Revolving Credit Notes to the BanksBanks and the Swing Line Note to PNC, nor the obtaining of the Letters of Credit, nor the performance of the transactions contemplated hereunder or thereunder, will render the BorrowersRes-Care and its Subsidiaries, on a Combined consolidated basis in accordance with GAAP, insolvent, inadequately capitalized to undertake the transactions contemplated hereunder or to undertake the businesses in which they are presently engaged or about to engage or render the any of the Borrowers unable to pay their debts as they become due; the Borrowers are not contemplating either the filing of a petition by them or the commencement of a case by them under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of their property; and the Borrowers have no knowledge of any Person contemplating the filing of any such petition or commencement of any such case against the Borrowers.

Disclosure; Solvency. Neither this Loan Agreement nor any other document furnished to the Banks by or on behalf of the Borrowers Borrower and the Guarantors in connection with the Term Loans, the Revolving Credit Facility and/or the Swing Line Loans and/or the other Obligations taken as a whole contains any statement state-ment of any material fact which is untrue or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact known to the Borrowers Borrower and the Guarantors which materially adversely affects or in the future will (so far as the Borrowers Borrower and the Guarantors can now foresee) materially adversely affect the business, operations, affairs or condition of the Borrowers Borrower and the Guarantors or any of their properties which has not been set forth in this Loan Agreement or in the other documents furnished to the Banks by or on behalf of the Borrowers Borrower and the Guarantors in connection with the Term Loans, the Revolving Credit Facility, the Swing Line Loans and the other Obligations. The Borrower, on a Combined consolidated basis in accordance with GAAP, are is currently solvent; and neither the issuance and delivery of the Term Revolving Credit Notes and the Revolving Credit Notes Guaranty Agreements to the Banks, nor the obtaining of the Letters of Credit, nor the performance of the transactions contemplated hereunder or thereunder, will render the BorrowersBorrower, on a Combined consolidated basis in accordance with GAAP, insolvent, inadequately capitalized to undertake under-take the transactions contemplated hereunder or to undertake the businesses in which they are presently engaged or about to engage or render any of the Borrowers Borrower, on a consolidated basis, unable to pay their its debts as they become due; neither the Borrowers are not Borrower nor any Guarantor is contemplating either the filing of a petition by them or the commencement of a case by them under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of their property; and the Borrowers have Borrower has no knowledge of any Person contemplating the filing of any such petition or commencement commence-ment of any such case against the BorrowersBorrower or the Guarantors.