Common use of Solvency Certificate; Insurance Certificates Clause in Contracts

Solvency Certificate; Insurance Certificates. On or before the Initial Borrowing Date, the Administrative Agent shall have received: (a) a solvency certificate in the form of Exhibit J from the chief financial officer of Holdings, dated the Initial Borrowing Date, and supporting the conclusion that, after giving effect to the Transaction and the incurrence of all financings contemplated herein, the Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and the Borrower and its Subsidiaries (on a consolidated basis), in each case, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in its or their respective businesses and will not have incurred debts beyond its or their ability to pay such debts as they mature and become due; and (b) evidence of insurance complying with the requirements of Section 8.03 for the business and properties of Holdings and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be canceled or materially revised without at least 30 days’ prior written notice by the insurer to the Collateral Agent.

Solvency Certificate; Insurance Certificates. On or before the -------------------------------------------- Initial Borrowing Date, the Administrative Agent shall have received: (a) a solvency certificate in the form of Exhibit J K from the chief financial officer of HoldingsRPP USA, dated the Initial Borrowing Date, and supporting the conclusion that, after giving effect to the Transaction and the incurrence of all financings contemplated herein, the US Borrowers (on a combined basis), the Dutch Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and the Borrower RPP USA and its Subsidiaries (on a consolidated basis), in each case, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in its or their respective businesses and will not have incurred debts beyond its or their ability to pay such debts as they mature and become due; and (b) evidence of insurance complying with the requirements of Section 8.03 for the business and properties of Holdings RPP USA and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders Agents, and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be canceled or materially revised without at least 30 days’ ' prior written notice by the insurer to the Collateral Agent.

Solvency Certificate; Insurance Certificates. On or before the Initial Borrowing Date, the Administrative Agent shall have received: (a) a solvency certificate in the form of Exhibit J hereto from the chief financial officer of Holdings, dated the Initial Borrowing Date, and supporting the conclusion that, after giving effect to the Transaction and the incurrence of all financings contemplated herein, each of the Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) ), and the Borrower and its Subsidiaries (on a consolidated basis), in each case, is or are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in its or their respective businesses and will not have incurred debts beyond its or their ability to pay such debts as they mature and become due; and (b) evidence of insurance complying with the requirements of Section 8.03 for the business and properties of Holdings and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Administrative Agent Agents and the Required Lenders and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be canceled or materially revised without at least 30 days’ ' prior written notice by the insurer to the Collateral Agent.

Solvency Certificate; Insurance Certificates. On or before the Initial Borrowing Date, the Administrative Agent shall have received: (a) a solvency certificate in the form of Exhibit J hereto from the chief financial officer of Holdings, dated the Initial Borrowing Date, and supporting the conclusion that, after giving effect to the Transaction and the incurrence of all financings contemplated herein, each of the Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) ), and the Borrower and its Subsidiaries (on a consolidated basis), in each case, is or are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in its or their respective businesses and will not have incurred debts beyond its or their ability to pay such debts as they mature and become due; and; (b) evidence of insurance complying with the requirements of Section 8.03 for the business and properties of Holdings and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Administrative Agent Agents and the Required Lenders and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be canceled or materially revised without at least 30 days’ prior written notice by the insurer to the Collateral Agent; and (c) documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations.

Solvency Certificate; Insurance Certificates. On or before the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received: (a) a solvency certificate in the form of Exhibit J H from the chief financial officer of Holdingsthe Borrower, dated the Initial Borrowing Restatement Effective Date, and supporting the conclusion that, after giving effect to the Transaction and the incurrence of all financings contemplated herein, the Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and the Borrower and its Subsidiaries (on a consolidated basis), in each case, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in its or their respective businesses and will not have incurred debts beyond its or their ability to pay such debts as they mature and become due; and (b) evidence of insurance complying with the requirements of Section 8.03 for the business and properties of Holdings the Borrower and its SubsidiariesSubsidiaries (including, without limitation, the Acquired Business), in scope, form and substance reasonably satisfactory to the Administrative Agent Agents and the Required Lenders Banks and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be canceled cancelled or materially revised without at least 30 days’ ' prior written notice by the insurer to the Collateral Agent.

Solvency Certificate; Insurance Certificates. On or before the Initial Borrowing Date, the The Administrative Agent shall have received: (a) a solvency certificate in the form of Exhibit J I from the chief financial officer of Holdingsthe General Partner, dated the Initial Borrowing Effective Date, and supporting the conclusion that, after giving effect to the Transaction and the incurrence of all financings contemplated herein, the Borrower Partnership (on a stand-alone basis), Holdings the Operating Company (on a stand-alone basis), the Partnership and its Subsidiaries (on a consolidated basis) and the Borrower Operating Company and its Subsidiaries (on a consolidated basis), in each case, taking into account any rights of subrogation and contribution among the Credit Parties, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in its or their respective businesses and will not have incurred debts beyond its or their ability to pay such debts as they mature and become due; and (b) evidence of insurance complying with the requirements of Section 8.03 9.3 for the business and properties of Holdings and its Subsidiariesthe Credit Parties, in scope, form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be canceled or materially revised without at least 30 days’ prior written notice by the insurer to the Collateral Agent.

Solvency Certificate; Insurance Certificates. On or before the Initial Borrowing Date, the Administrative Agent shall have received: (a) a solvency certificate in the form of Exhibit J H from the chief financial an officer of Holdingsthe US Borrower, dated the Initial Borrowing Date, and supporting the conclusion that, after giving effect to the Transaction and the incurrence of all financings contemplated herein, the US Borrower (on a stand-alone basis), Holdings and its Subsidiaries the Canadian Borrower (on a consolidated stand-alone basis), the UK Borrower (on a stand-alone basis) and the US Borrower and its Subsidiaries (on a consolidated basis), in each case, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in its or their respective businesses and will not have incurred debts beyond its or their ability to pay such debts as they mature and become due; and (b) evidence of insurance complying with the requirements of Section 8.03 6.03 for the business and properties of Holdings the US Borrower and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders Agents, and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be canceled or materially revised without at least 30 days’ ' prior written notice by the insurer to the Collateral Agent.