Common use of Solvency Analysis Clause in Contracts

Solvency Analysis. A certificate from a Responsible Financial Officer of the Company to the effect that, as of the Effective Date and after giving effect to the initial extension of credit hereunder and to the other transactions contemplated hereby, (i) the aggregate value of all Properties of the Company and its Subsidiaries, at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Company and its Subsidiaries, (ii) the Company and its Subsidiaries will not have, on a consolidated basis, unreasonably small capital with which to conduct their business operations as heretofore conducted and (iii) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent shall have also received (x) a certificate from a Responsible Financial Officer of the Company certifying that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the Effective Date are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided above.

Solvency Analysis. A certificate from a Responsible Financial Officer of the Company to the effect that, as of the Effective Date date of the respective Permitted Acquisition and after giving effect to the initial extension of credit Loans in connection with the relevant Permitted Acquisition hereunder and to the other transactions contemplated herebyhereby in connection with such Permitted Acquisition, (i) the aggregate value of all Properties of the Company and its Subsidiaries, Subsidiaries at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Company and its Subsidiaries, (ii) the Company and its Subsidiaries will not havenot, on a consolidated basis, have unreasonably small capital with which to conduct their business operations as heretofore theretofore conducted and (iii) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent shall have also received (x) a certificate from a Responsible Financial Officer of the Company certifying that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the Effective Date date thereof are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided above.

Solvency Analysis. A certificate from a Responsible Financial Officer of the Company to the effect that, as of the Effective Date date of the respective Permitted Acquisition and after giving effect to the initial extension of credit Facility C Loans in connection with the relevant Permitted Acquisition hereunder and to the other transactions contemplated herebyhereby in connection with such Permitted Acquisition, (i) the aggregate value of all Properties of the Company and its Subsidiaries, Subsidiaries at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Company and its Subsidiaries, (ii) the Company and its Subsidiaries will not havenot, on a consolidated basis, have unreasonably small capital with which to conduct their business operations as heretofore theretofore conducted and (iii) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent shall have also received (x) a certificate from a Responsible Financial Officer of the Company certifying that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the Effective Date date thereof are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided above.

Solvency Analysis. A certificate from a Responsible of the Chief Financial ----------------- Officer of the Company to the effect that, as of the Effective Date and after giving effect to the initial extension of credit hereunder and to the other transactions contemplated hereby, (i) the aggregate value of all Properties of the Company and its Subsidiaries, Subsidiaries at their present fair saleable value (i.e., the amount that may be realized within a reasonable --- time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds exceed the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Company and its Subsidiaries, (ii) the Company and its Subsidiaries will not havenot, on a consolidated basis, have an unreasonably small capital with which to conduct their business operations as heretofore conducted and (iii) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent Such certificate shall have also received (x) a certificate from a Responsible Financial Officer of the Company certifying state that the financial projections and underlying assumptions contained in upon which such analyses were at the time made, and on the Effective Date are, conclusions are based are fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided abovecomputed.

Solvency Analysis. A certificate from a Responsible Financial Officer the chief financial ----------------- officer of the Company Company, which presents an analysis to the effect that, as of the Effective Closing Date and after giving effect to the Transaction, the initial extension of credit hereunder and to the other transactions contemplated hereby, (i) the aggregate value of all Properties of the Company and its Subsidiaries, Subsidiaries at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds exceed the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilitiesliabilities and their probable amounts) of the Company and its Subsidiaries, (ii) the Company and its Subsidiaries will not havenot, on a consolidated basis, have an unreasonably small capital with which to conduct their business operations as heretofore conducted and (iii) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent shall have also received (x) a certificate from a Responsible Financial Officer the chief financial officer of the Company certifying the conclusions specified in clauses (i), (ii) and (iii) above and that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the Effective Closing Date are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided abovecomputed.

Solvency Analysis. A The Company shall have delivered to you a certificate from a Responsible Senior Financial Officer of the Company Company, which presents an analysis to the effect that, as of the Effective Date date of the Closing and after giving effect to the initial extension Transaction, the issuance and sale of credit hereunder the Notes and to the other transactions contemplated hereby, (ia) the aggregate value of all Properties properties of the Company and its Subsidiaries, Subsidiaries at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property property in question within such period by a capable and diligent businessman businessperson from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds exceed the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilitiesliabilities and their probable amounts) of the Company and its Subsidiaries, (iib) the Company and its Subsidiaries will not havenot, on a consolidated basis, have an unreasonably small capital with which to conduct their business operations as heretofore conducted conducted, and (iiic) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent You shall have also received (x) a certificate from a Responsible Senior Financial Officer of the Company certifying the conclusions specified in clauses (a), (b) and (c) above and that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the Effective Date date of the Closing are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided abovecomputed.

Solvency Analysis. A certificate from a Responsible Financial Officer of the Company to the effect that, as of the Effective Date date of the respective Permitted Acquisition and after giving effect to the initial extension of credit Loans in connection with the relevant Credit Agreement 46 52 Permitted Acquisition hereunder and to the other transactions contemplated herebyhereby in connection with such Permitted Acquisition, (i) the aggregate value of all Properties of the Company and its Subsidiaries, Subsidiaries at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Company and its Subsidiaries, (ii) the Company and its Subsidiaries will not havenot, on a consolidated basis, have unreasonably small capital with which to conduct their business operations as heretofore theretofore conducted and (iii) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent shall have also received (x) a certificate from a Responsible Financial Officer of the Company certifying that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the Effective Date date thereof are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided above.