The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent from a senior financial officer or such other officer acceptable to the Administrative Agent of each Loan Party certifying that, before and after giving effect to the initial Borrowings made hereunder on the Effective Date, each of the Borrower and each of its Restricted Subsidiaries is Solvent (assuming with respect to each Guarantor, that the fraudulent conveyance savings language contained in the Guaranty applicable to such Guarantor will be given full effect).