Common use of Solvency and Adequate Capital Clause in Contracts

Solvency and Adequate Capital. All Indebtedness represented by the Notes is being incurred for proper purposes and in good faith. Based on the financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Group Companies’ assets exceeds the amount that will be required to be paid on or in respect of the Group Companies’ existing debts and other liabilities (including contingent liabilities) as they mature; (ii) the present fair saleable value of the assets of the Group Companies is greater than the amount that will be required to pay the probable liabilities of the Group Companies on their respective debt as they become absolute and mature, and (iii) the Group Companies are able to realize upon their assets and pay their debt and other liabilities (including contingent obligations) as they mature; (iv) the Group Companies’ assets do not constitute unreasonably small capital to carry on their respective businesses as now conducted and as proposed to be conducted including their respective capital needs taking into account the particular capital requirements of the business conducted by the Group Companies, and projected capital requirements and capital availability thereof; and (v) the current cash flow of each of the Group Companies, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. None of the Group Companies intends to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it or any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of US$50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties (including liens granted over the property of any Group Company as security for Indebtedness of any Person that is not a Group Company), endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of US$50,000 due under leases required to be capitalized in accordance with GAAP. None of the Group Companies is, or is reasonably likely to be, in default with respect to any Indebtedness and no waiver of default is currently in effect. None of the Group Companies has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien (other than pursuant to the Security Documents). None of the Group Companies is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any of the Group Companies, any agreement relating thereto or any other agreement (including, but not limited to, its Charter Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company on a consolidated basis.

Solvency and Adequate Capital. All Indebtedness represented by the Notes is being incurred for proper purposes and in good faith. Based on the financial condition of the The Company as of the Closing Date after giving effect and, to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Group Companies’ assets exceeds the amount that will be required to be paid on or in respect of the Group Companies’ existing debts and other liabilities (including contingent liabilities) as they mature; (ii) the present fair saleable value of the assets of the Group Companies is greater than the amount that will be required to pay the probable liabilities of the Group Companies on their respective debt as they become absolute and mature, and (iii) the Group Companies are able to realize upon their assets and pay their debt and other liabilities (including contingent obligations) as they mature; (iv) the Group Companies’ assets do not constitute unreasonably small capital to carry on their respective businesses as now conducted and as proposed to be conducted including their respective capital needs taking into account the particular capital requirements of the business conducted by the Group Companies, and projected capital requirements and capital availability thereof; and (v) the current cash flow knowledge of each of the Group CompaniesWarrantor, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. None of the Group Companies intends CSR does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Neither the Company nor, to the knowledge of each Warrantor, any Group Company has no taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its and any Group Company’s creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any facts fact which would reasonably lead a creditor to do so. The Company and, to the knowledge of each Warrantor, each Group Company are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Final Closing, will not be Insolvent (as defined below). For purposes of this Section 3.1(y), “Insolvent” means, with respect to any person (i) the present fair saleable value of such person’s assets is less than the amount required to pay such person’s total Indebtedness (as defined in this Section 3.1(y)), (ii) such person is unable to pay its debts and liabilities, subordinated, contingent or circumstances which lead it otherwise, as such debts and liabilities become absolute and matured, (iii) such person intends to believe incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. To each Warrantor’s knowledge, the SEC Reports set forth as of the respective dates thereof all outstanding secured and unsecured Indebtedness of the Group Companies, or for which any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing DateCompany has commitments. For the purposes of this Agreement, “Indebtedness” shall mean means (a) any liabilities for borrowed money or amounts owed in excess of US$50,000 $1,000,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties (including liens granted over the property of any Group Company as security for Indebtedness of any Person that is not a Group Company)guaranties, endorsements and other contingent obligations in respect of Indebtedness indebtedness of others, whether or not the same are or should be reflected in the CompanyCSR’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of US$50,000 $1,000,000 due under leases required to be capitalized in accordance with GAAP. None To the knowledge of the each Warrantor, no Group Companies is, or Company is reasonably likely to be, in default in any material respect with respect to any Indebtedness and no waiver of default is currently in effect. None of the Group Companies has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien (other than pursuant to the Security Documents). None of the Group Companies is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any of the Group Companies, any agreement relating thereto or any other agreement (including, but not limited to, its Charter Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company on a consolidated basismaterial Indebtedness.

Solvency and Adequate Capital. All Indebtedness represented by the Notes is being incurred for proper purposes and in good faith. Based on the financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Group Companies’ Company’s assets exceeds the amount that will be required to be paid on or in respect of the Group Companies’ Company’s existing debts and other liabilities (including contingent liabilities) as they mature; (ii) the present fair saleable value of the assets of the Group Companies Company is greater than the amount that will be required to pay the probable liabilities of the Group Companies Company on their respective its debt as they become absolute and mature, and (iii) the Group Companies are Company is able to realize upon their its assets and pay their its debt and other liabilities (including contingent obligations) as they mature; (iv) the Group Companies’ Company’s assets do not constitute unreasonably small capital to carry on their respective businesses its business as now conducted and as proposed to be conducted including their respective its capital needs taking into account the particular capital requirements of the business conducted by the Group CompaniesCompany, and projected capital requirements and capital availability thereof; and (v) the current cash flow of each of the Group CompaniesCompany, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. None of the Group Companies intends The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Neither the Controlling Shareholder nor the Company has no knowledge of any facts or circumstances which lead it to believe that it the Company or any other Group Companies CSR will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of US$$50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties (including liens granted over the property of any Group the Company as security for Indebtedness of any Person that is not a Group Companyother Person), endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of US$$50,000 due under leases required to be capitalized in accordance with GAAP. None of the Group Companies isThe Company is not, or nor is it reasonably likely to be, in default with respect to any Indebtedness and no waiver of default is currently in effect. None of the Group Companies The Company has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien (other than pursuant to the Security Documents). None of the Group Companies The Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any of the Group CompaniesIndebtedness, any agreement relating thereto or any other agreement (including, but not limited to, its Charter Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company on a consolidated basisCompany.

Solvency and Adequate Capital. All Indebtedness represented by the Notes theDebentures is being incurred for proper purposes and in good faith. Based on the financial thefinancial condition of the Company as of the Closing Date after without giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Group Companies’ Company’s assets exceeds the amount that will be required to be paid on or in respect of the Group CompaniesCompany’ existing debts and other liabilities (including contingent liabilities) as they mature; (ii) the present fair saleable value of the assets theassets of the Group Companies Company is greater than the amount that will be required to pay the probable theprobable liabilities of the Group Companies Company on their respective debt as they become absolute and mature, and (iii) the Group Companies Company are able to realize upon their assets and pay their debt and other liabilities (including contingent obligations) as they mature; (iv) the Group Companies’ Company’s assets do not constitute unreasonably small capital to carry on their respective businesses as now conducted and as proposed to be conducted including their respective capital needs taking into account the particular capital requirements of the business conducted by the Group CompaniesCompany, and projected capital requirements and capital availability thereof; and (v) the current cash flow of each of the Group CompaniesCompany, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. None of the Group Companies Company intends to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it or any other Group Companies Company will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(ll) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of US$50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties (including liens granted over the property of any Group Subsidiary of the Company as security for Indebtedness of any Person that is not a Group affiliate with the Company), endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of US$50,000 due under leases required to be capitalized in accordance with GAAP. None of the Group Companies is, or The Company is not and is not reasonably likely to be, in default with respect to any Indebtedness and no waiver of default is currently in effect. None of the Group Companies The Company has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien (other than pursuant to the Security Documents). None of the Group Companies The Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any of the Group CompaniesCompany, any agreement relating thereto or any other agreement (including, but not limited to, its Charter Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company on a consolidated basis.

Solvency and Adequate Capital. All Indebtedness represented by the Notes and the Guarantees is being incurred for proper purposes and in good faith. Based on the financial condition of the Company Parent as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Group Companies’ assets exceeds the amount that will be required to be paid on or in respect of the Group Companies’ existing debts and other liabilities (including contingent liabilities) as they mature; (ii) the present fair saleable value of the assets of the Group Companies is greater than the amount that will be required to pay the probable liabilities of the Group Companies on their respective debt as they become absolute and mature, and (iii) the Group Companies are able to realize upon their assets and pay their debt and other liabilities (including contingent obligations) as they mature; (iv) the Group Companies’ assets do not constitute unreasonably small capital to carry on their respective businesses as now conducted and as proposed to be conducted including their respective capital needs taking into account the particular capital requirements of the business conducted by the Group Companies, and projected capital requirements and capital availability thereof; and (v) the current cash flow of each of the Group Companies, together with the proceeds the Company Parent would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. None of the Group Companies intends to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company Parent has no knowledge of any facts or circumstances which lead it to believe that it or any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of US$$50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties (including liens granted over the property of any Group Company as security for Indebtedness of any Person that is not a Group Company)guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the CompanyParent’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of US$$50,000 due under leases required to be capitalized in accordance with GAAP. None of the Group Companies is, or is reasonably likely to be, in default with respect to any Indebtedness and no waiver of default is currently in effect. None of the Group Companies has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien (other than pursuant to the Security Documents)Lien. None of the Group Companies is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any of the Group Companies, any agreement relating thereto or any other agreement (including, but not limited to, its Charter Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company Parent on a consolidated basis.