CONTINGENT OR OTHERWISE, AS SUCH DEBTS AND OTHER LIABILITIES
BECOME ABSOLUTE AND MATURED;
(C)
THE LOAN PARTIES, TAKEN AS A WHOLE, WILL BE ABLE TO PAY THEIR
CONSOLIDATED DEBTS AND LIABILITIES, SUBORDINATED, CONTINGENT OR OTHERWISE, AS
SUCH DEBTS AND LIABILITIES BECOME ABSOLUTE AND MATURED;
(D)
THE LOAN PARTIES, TAKEN AS A WHOLE, WILL NOT HAVE UNREASONABLY
SMALL CAPITAL WITH WHICH TO CONDUCT THE BUSINESS IN WHICH THEY ARE ENGAGED AS
SUCH BUSINESS IS NOW CONDUCTED AND IS PROPOSED, CONTEMPLATED OR ABOUT TO BE
CONDUCTED FOLLOWING THE CLOSING DATE;
(E)
NO LOAN PARTY HAS INCURRED (BY WAY OF ASSUMPTION OR OTHERWISE) ANY
OBLIGATION OR LIABILITY (CONTINGENT OR OTHERWISE) UNDER THE CREDIT AGREEMENT
WITH ACTUAL INTENT TO HINDER, DELAY OR DEFRAUD EITHER PRESENT OR FUTURE
CREDITORS OF ANY LOAN PARTY OR ANY OF THEIR AFFILIATES, AS THE CASE MAY BE; AND
(F)
IN REACHING THE CONCLUSIONS SET FORTH IN THIS CERTIFICATE, THE
UNDERSIGNED HAS CONSIDERED SUCH FACTS, CIRCUMSTANCES AND MATTERS AS THE
UNDERSIGNED HAS DEEMED APPROPRIATE AND HAS MADE SUCH INVESTIGATIONS AND
INQUIRIES AS THE UNDERSIGNED HAS DEEMED APPROPRIATE, HAVING TAKEN INTO ACCOUNT
THE NATURE OF THE PARTICULAR BUSINESS ANTICIPATED TO BE CONDUCTED BY EACH LOAN
PARTY AFTER CONSUMMATION OF THE TRANSACTIONS.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
(Signature Page Follows)
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The undersigned understands that the Lenders are relying on the truth and
accuracy of contents of this Certificate in connection with each Credit
Extension made on the Closing Date to Borrower pursuant to the Credit Agreement.
FIVE STAR QUALITY CARE, INC.
By:
Name: Paul V. Hoagland
Title: Chief Financial Officer
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