Common use of Financial Condition; Financial Statements Clause in Contracts

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the each Borrower (on a stand-alone basis) ), and the each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the each Borrower (on a stand-alone basis) and the each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a7.10(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the application of the proceeds thereof), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) ), (x) the sum fair valuation of all of the assets, at a fair valuation, tangible and intangible assets of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)5.10, “debt” means any liability on a claim, and “claim” means (i) the right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) the right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction Transaction, and to all Indebtedness (including the Revolving Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Closing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans), and Liens created, and to be created, by each Credit Party the Borrower in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has the Borrower will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)5.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Closing Date, on a pro forma basis after giving effect to the Transaction --- ----- (determined as if each Acquisition (other than the UI Acquisition) was consummated on the Closing Date) and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the application of the proceeds thereof), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum fair valuation of all of the assets, at a fair valuation, tangible and intangible assets of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has the Borrower and its Subsidiaries will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, to incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower and its Subsidiaries will not have sufficient unreason ably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) the right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) the right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the LoansLoans and the New Senior Notes) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the each Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and the each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the each Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and the each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a7.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of each of the Effective Tender Offer Closing Date and the Merger Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, incurred and to be incurred, incurred and Liens created, created and to be created, by each Credit Party created in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower Company and its Subsidiaries (on taken as a consolidated basis) whole will exceed its or their debts, (y) it has the Company and its Subsidiaries taken as a whole will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Company and its Subsidiaries taken as a whole will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the each Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and the each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the each Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and the each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a7.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, on or prior to the Restatement Effective Date, and Liens created, and to be created, by each Credit Party on or prior to the Restatement Effective Date, in connection therewithwith the Credit Agreement, with respect to each of Holdings (on a stand-alone basis), the Borrower (on a stand-alone basis), the Account Party (on a stand-alone basis) and the Borrower Holdings and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each of Holdings (on a stand-alone basis), the Borrower (on a stand-alone basis), the Account Party (on a stand-alone basis) and the Borrower Holdings and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has Holdings (on a stand-alone basis), the Borrower (on a stand-alone basis), the Account Party (on a stand-alone basis) and Holdings and its Subsidiaries (on a consolidated basis) will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they Holdings (on a stand-alone basis), the Borrower (on a stand-alone basis), the Account Party (on a stand-alone basis) and Holdings and its Subsidiaries (on a consolidated basis) will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a2.11(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Closing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the application of the proceeds thereof), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) ), (x) the sum fair valuation of all of the assets, at a fair valuation, tangible and intangible assets of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)5.09, “debt” means any liability on a claim, and “claim” means (i) the right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) the right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the Senior Subordinated Notes), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and each of Holdings and its Subsidiaries and the Borrower and its Subsidiaries (each on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and each of Holdings and its Subsidiaries and the Borrower and its Subsidiaries (each on a consolidated basis) ), will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a6.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective ----------------------------------------- Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewithherewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on Subsidiaries, if any, taken as a consolidated basis) whole will exceed its or their debts, (y) it has the Borrower and its Subsidiaries, if any, taken as a whole will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower and its Subsidiaries, if any, taken as a whole will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower each of MMI and its Subsidiaries (on a consolidated basis) and each of the Borrowers (on a stand- alone basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower each of MMI and its Subsidiaries (on a consolidated basis) and each of the Borrowers (on a stand-alone basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Closing Date, on a pro forma basis after giving effect to the Transaction Acquisition and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party Borrower in connection therewith, with respect to the Borrower (on a stand-alone basis) Borrowers and the Borrower and its their respective Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) Borrowers and the Borrower and its their respective Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will not have sufficient unreasonably small capital with which to conduct its or their businessbusiness in the manner such business is now conducted. For purposes of this Section 8.09(a7.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction Transaction, and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to (i) the Borrower Partnership (on a stand-alone basis), (ii) and the Borrower Operating Company (on a stand-alone basis), (iii) the Partnership and its Subsidiaries (on a consolidated basis) and (iv) the 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 (x) the sum of the assets, at a fair valuation, of the Borrower Partnership (on a stand-alone basis), 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) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)8.10, “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction Acquisition and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuationvaluation (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 would be obtained for such assets within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), of each of the Borrower (on a stand-alone basis) and the Borrower Company and its Subsidiaries (on a consolidated basis) and DI (on a stand-alone basis) will exceed its or their debts, (y) it each Credit Party has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they each Credit Party will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at ; provided that to the extent any time shall be computed as such "claim" is not fixed, the amount that, in thereof shall equal the light Company's good faith estimate of all facts and circumstances existing at such time, represents the likely maximum amount that can reasonably be expected to become an actual or matured liabilitythereof.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the Senior Subordinated Notes), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each of Holdings and its Subsidiaries (on a consolidated basis) and the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has the Borrower will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they each of Holdings and the Borrower will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Credit Event Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, on or prior to the Initial Credit Event Date, and Liens created, and to be created, by each on or prior to the Initial Credit Party Event Date, in connection therewithwith this Agreement, with respect to each of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a6.11(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuationvaluation (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 would be obtained for such assets within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), of each Credit Party and its Subsidiaries (on a consolidated basis) and the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it each Credit Party has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they each Credit Party will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at ; provided that to the extent any time shall be computed as such "claim" is not fixed, the amount that, in thereof shall equal the light any Credit Party's good faith estimate of all facts and circumstances existing at such time, represents the likely maximum amount that can reasonably be expected to become an actual or matured liabilitythereof.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loansall Extensions of Credit) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party the Borrower in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Restricted Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Restricted Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will not have sufficient unreasonably small capital with which to conduct its or their businessbusiness in the manner such business is now conducted. For purposes of this Section 8.09(a7.10(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date, on a pro PRO forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on Subsidiaries, and of Holdings and is Subsidiaries, taken as a consolidated basis) whole will exceed its or their debts, (y) it has the Borrower and its Subsidiaries, and Holdings and its Subsidiaries, taken as a whole will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower and its Subsidiaries, and Holdings and its Subsidiaries, taken as a whole will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and all other transactions contemplated by the Transaction Documents and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assetsassets (including capital stock and promissory notes), at a fair valuation, of each of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on taken as a consolidated basiswhole) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a7.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. (b) (i) The amount consolidated balance sheets of contingent liabilities the Borrower and its Subsidiaries for the fiscal years ended December 31, 1999, 1998 and 1997, respectively, and for the fiscal quarter ended March 31, 2000, and the related consolidated statements of income, cash flows and shareholders' equity of the Borrower and its Subsidiaries for the fiscal years and fiscal quarter ended on such dates, copies of which have been furnished to the Lenders prior to the Initial Borrowing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at any time shall be computed the date of such balance sheets and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except as the amount that, disclosed in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liabilitynotes thereto.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loansall Extensions of Credit) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party the Borrower in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Restricted Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Restricted Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will not have sufficient unreasonably small capital with which to conduct its or their businessbusiness in the manner such business is now conducted. For purposes of this Section 8.09(a7.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) ), will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)7.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of Holdings and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuationvaluation (assuming such assets constitute a going concern), of each of Holdings and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the each Borrower (on a stand-alone basis) and the each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the each Borrower (on a stand-alone basis) and the each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a7.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Date, Initial Borrowing Date on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the Loans) incurred, incurred and to be incurred, and Liens created, and to be created, by each Credit Party the Borrower in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (xi) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (yii) it has the Borrower will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (ziii) it or they the Borrower will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.08, “"debt” " means any liability on a claim, and “"claim” " means (ix) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (iiy) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-stand alone basis) ), Parent and its Subsidiaries (on a consolidated basis), and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-stand alone basis), Parent and its Subsidiaries (on a consolidated basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a7.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, on or prior to the Initial Borrowing Date, and Liens created, and to be created, by each Credit Party on or prior to the Initial Borrowing Date, in connection therewithwith this Agreement, with respect to each of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will not have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower (on a stand alone basis), and the Borrower and its Subsidiaries (on a consolidated basis) will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a5.11(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of Holdings and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each of Holdings and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction (including the Existing Senior Notes Refinancing as if same had been consummated on such date) and to all Indebtedness (including the LoansLoans and the New Senior Subordinated Notes) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of Holdings (on a stand-alone basis), 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) ), (x) the sum of the assets, at a fair valuation, of each of Holdings (on a stand-alone basis), 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) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)7.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the Senior Subordinated Notes), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of Holdings and the Borrower (each on a stand-alone basis) and each of Holdings and its Subsidiaries and of the Borrower and its Subsidiaries (each on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of each of Holdings and the Borrower (each on a stand-alone basis) and each of Holdings and its Subsidiaries and of the Borrower and its Subsidiaries (each on a consolidated basis) ), will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, Date on a pro forma basis after giving effect to the transactions contemplated by the Transaction Documents and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, created and to be created, by each Credit Party LTV Steel and the other Members in connection therewiththerewith (assuming the full utilization of the Aggregate Commitment Amount under this Agreement), with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, valuation of the Borrower (on a stand-alone basis) LTV Steel and the Borrower and its Subsidiaries (on other Members taken as a consolidated basis) whole will exceed its or their debts, (y) it has or they LTV Steel and the other Members taken as a whole will not have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will LTV Steel and the other Members taken as a whole do not have sufficient unreasonably small capital with which to conduct its or their businessrespective businesses. For purposes of this Section 8.09(aSECTION 6.9(a), “"debt” " means any reasonably expected liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the each Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and the each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the each Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and the each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a7.10(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the Rollover Senior Subordinated Notes), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower each of Holdings and its Subsidiaries (on a stand-alone consolidated basis) and ), the Borrower and its Subsidiaries (on a consolidated basis) and the Borrower (on a stand alone basis) (x) the sum of the assets, at a fair valuation, of the Borrower each of Holdings and its Subsidiaries (on a stand-alone consolidated basis) and ), the Borrower and its Subsidiaries (on a consolidated basis) and the Borrower (on a stand alone basis) will exceed their or its or their debts, (y) they or it have or has or they have not incurred nor intended to, nor believe or believes that they or believe that it or they will, incur debts beyond their or its or their ability to pay such debts as such debts mature and (z) they or it or they will have sufficient capital with which to conduct their or its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (xi) the sum of the fair value of the assets, at a fair valuation, of the Borrower each Credit Party (on a stand-alone basis) and the Borrower of each Credit Party and its Subsidiaries (on taken as a consolidated basiswhole) will exceed its or their respective debts, (yii) it the sum of the present fair salable value of the assets of each Credit Party (on a stand-alone basis) and of each Credit Party and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (iii) each Credit Party (on a stand-alone basis) and each Credit Party and its Subsidiaries (taken as a whole) has or they have not incurred nor intended toand does or do not intend to incur, nor believes and does or do not believe that it or they willwill incur, incur debts beyond its or their respective ability to pay such debts as such debts mature mature, and (ziv) it or they each Credit Party (on a stand-alone basis) and each Credit Party and its Subsidiaries (taken as a whole) will have sufficient capital with which to conduct its or their businessrespective businesses. For purposes of this Section 8.09(a7.09(a), “debt” means any liability on a claim, and “claim” means (ia) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured secured, or unsecured or (iib) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction --- ----- Recapitalization and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (xi) the sum of the assets, at a fair valuation, of the Borrower and its Subsidiaries taken as a whole will exceed its debts, (on a stand-alone basisii) and the Borrower and its Subsidiaries (on taken as a consolidated basis) will exceed its or their debtswhole has not incurred, (y) it has or they have and does not incurred nor intended tointend to incur, nor believes or and does not believe that it or they willwill incur, incur debts beyond its or their ability to pay such debts as such debts mature and (ziii) it or they the Borrower and its Subsidiaries taken as a whole will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “------------ "claim” " means (iA) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (iiB) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount forma balance sheet, presents a good faith estimate of contingent liabilities the consolidated pro ----- --- forma financial condition of the Borrower (after giving effect to the ----- Recapitalization and the related financing thereof) at any time shall be computed as the amount thatdate thereat) in accordance with GAAP, except to the extent provided in the light notes to said financial statements. All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied except to the extent provided in the notes to said financial statements. Except for the incurrence of all facts indebtedness to finance the Recapitalization and circumstances existing at such timethe other transactions contemplated by the Documents, represents the amount nothing has occurred since March 31, 1996 that can has had or could reasonably be expected to become an actual or matured liabilityhave a Material Adverse Effect.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the LoansLoans and the Senior Subordinated Notes) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewiththere with, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)7.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as As of the Effective Closing Date, immediately after the consummation of the Transactions to occur on a pro forma basis after giving effect to the Transaction and to all Indebtedness Closing Date: (including i) the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to fair value of the Borrower (on a stand-alone basis) and assets of the Borrower Company and its Subsidiaries (Restricted Subsidiaries, on a consolidated basis) (x) the sum of the assets, at a fair valuationexceeds, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Company and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will exceed be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business; (iii) the Company and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or their debtsotherwise, (y) it has as such liabilities become absolute and matured or they have otherwise due in the ordinary course of business, and do not incurred nor intended tointend to incur, nor believes or believe that it they will incur, debts or they willother liabilities, incur debts including current obligations, beyond its or their ability to pay such debts or other liabilities as such debts mature they become due (whether at maturity or otherwise); and (ziv) it or the Company and its Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of the date hereof for which they will have sufficient capital with which to conduct its or their businessunreasonably small capital. For purposes of this Section 8.09(a)the foregoing, “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The the amount of any contingent liabilities liability at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such this time, represents the amount that can reasonably be expected to become an actual or and matured liabilityliability as determined by the Company and its Restricted Subsidiaries in good faith.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and all other transactions contemplated by the Transaction Documents and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of Holdings and the Borrower (on a stand-alone basis) both individually and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assetsassets (including capital stock and promissory notes), at a fair valuation, of the Borrower (on a stand-alone basis) each of Holdings and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a7.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction --- ----- execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated herein and therein and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, and with respect to the each Borrower (on a stand-alone basis) basis and the US Borrower and its Subsidiaries (on taken as a consolidated basis) whole (x) the sum of the their assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended intend to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loansall Extensions of Credit) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party the Borrower in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Restricted Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Restricted Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will not have sufficient unreasonably small capital with which to conduct its or their businessbusiness in the manner such business is now conducted. For purposes of this Section 8.09(a7.10(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on Subsidiaries, and of Holdings and is Subsidiaries, taken as a consolidated basis) whole will exceed its or their debts, (y) it has the Borrower and its Subsidiaries, and Holdings and its Subsidiaries, taken as a whole will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower and its Subsidiaries, and Holdings and its Subsidiaries, taken as a whole will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the Senior Subordinated Notes), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of Holdings and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each of Holdings and its Subsidiaries (on a consolidated basis), and of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to 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) (x) the sum of the assets, at a fair valuation, 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) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the Subordinated Debt), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) ), will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, Date on a pro forma basis after giving effect to the Transaction Acquisition and to all Indebtedness (including the Loans) incurred, incurred and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries in connection therewith, (on a consolidated basis) (xi) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (yii) it has the Borrower will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (ziii) it or they the Borrower will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)5.08, “"debt” " means any liability on a claim, and “"claim” " means (ix) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured, or (iiy) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Closing Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on Subsidiaries, and of Holdings and is Subsidiaries, taken as a consolidated basis) whole will exceed its or their debts, (y) it has the Borrower and its Subsidiaries, and Holdings and its Subsidiaries, taken as a whole will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower and its Subsidiaries, and Holdings and its Subsidiaries, taken as a whole will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)5.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Borrowing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuationvaluation (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 would be obtained for such assets within such period by a capable and diligent businessperson from an interested buyer who is willing to purchase under ordinary selling conditions), of the Borrower (on a stand-alone basis) Parent, the Borrower, Essex and the Borrower and its their respective Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it each Credit Party has or they have not incurred nor or intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they each Credit Party will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)4.08, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at ; provided that to the extent any time shall be computed as such "claim" is not fixed, the amount thatthereof shall equal the Parent's, in the light Borrower's or Essex's good faith estimate of all facts and circumstances existing at such time, represents the maximum amount that can reasonably be expected to become an actual or matured liabilitythereof.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, on or prior to the Initial Borrowing Date, and Liens created, and to be created, by each Credit Party on or prior to the Initial Borrowing Date, in connection therewithwith this Agreement, with respect to each of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will not have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower (on a stand-alone basis), and the Borrower and its Subsidiaries (on a consolidated basis) will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a5.11(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the Senior Subordinated Notes), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and each of Holdings and its Subsidiaries and of the Borrower and its Subsidiaries (each on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and each of Holdings and its Subsidiaries and of the Borrower and its Subsidiaries (each on a consolidated basis) ), will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the LoansLoans and the Senior Subordinated Notes) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)7.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective ---------------------------------------- Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of Holdings and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each of Holdings and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party Borrower in connection therewith, with respect to the Borrower (on a stand-alone basis) Borrowers and the Borrower and its their respective Restricted Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) Borrowers and the Borrower and its their respective Restricted Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will not have sufficient unreasonably small capital with which to conduct its or their businessbusiness in the manner such business is now conducted. For purposes of this Section 8.09(a7.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Second Restatement Effective Date, the ASHS Acquisition Date and the Third Restatement Effective Date, on a pro forma basis after giving effect to the --- ----- Original Transaction, the MTI Transaction, the Revolver Refinancing, the ASHS Transaction and/or the Transaction (to the extent the respective such transaction was consummated on or prior to such relevant date), and to all Indebtedness (including the LoansLoans and the Senior Subordinated Notes) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)7.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction (including the Senior Subordinated Notes Refinancing as if same had been consummated on such date) and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)7.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including, without limitation, the Loans and the Senior Subordinated Notes), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of Holdings and its Subsidiaries (on a consolidated basis) and of the U.S. Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each of Holdings and its Subsidiaries (on a consolidated basis), and of the U.S. Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Operative Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on Subsidiaries, and of Holdings and is Subsidiaries, taken as a consolidated basis) whole will exceed its or their debts, (y) it has the Borrower and its Subsidiaries, and Holdings and its Subsidiaries, taken as a whole will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower and its Subsidiaries, and Holdings and its Subsidiaries, taken as a whole will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 8.09(a)6.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. Undisclosed Liabilities; Projections. (a) On and as of the Effective Initial Borrowing ------------------------------------- Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the LoansLoans and the Senior Subordinated Notes) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the US Borrower (on a stand-alone basis), the Canadian Borrower (on a stand-alone basis), the UK Borrower (on a stand-alone basis) and the US Borrower and its Subsidiaries (on a consolidated basis) ), (xi) the sum of the assets, at a fair valuation, of the US Borrower (on a stand-alone basis), the Canadian Borrower (on a stand-alone basis), the UK Borrower (on a stand-alone basis) and the US Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (yii) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (ziii) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a5.10(a), “"debt” " means any liability on a claim, and “"claim” " means (iA) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (iiB) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, Closing Date on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, created and to be created, by each Credit Party in connection therewith, with respect to this Credit Agreement and by the Borrower (on a stand-alone basis) and in connection with the Borrower and its Subsidiaries (on a consolidated basis) Senior Unsecured Notes, (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on Subsidiaries, taken as a consolidated basis) whole, will exceed its or their debts, (y) it has or they the Borrower and its Subsidiaries, taken as a whole, will not have not incurred nor intended intend to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will the Borrower does not have sufficient unreasonably small capital with which to conduct its or their businessbusinesses. For purposes of this Section 8.09(a6.10(a), “"debt” " means any reasonably expected liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Borrowing Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens Xxxxx created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuationvaluation (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 would be obtained for such assets within such period by a capable and diligent businessperson from an interested buyer who is willing to purchase under ordinary selling conditions), of the Borrower (on a stand-alone basis) Parent, the Borrower, Essex and the Borrower and its their respective Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it each Credit Party has or they have not incurred nor or intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they each Credit Party will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)4.08, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at ; PROVIDED that to the extent any time shall be computed as such "claim" is not fixed, the amount thatthereof shall equal the Parent's, in the light Borrower's or Xxxxx's good faith estimate of all facts and circumstances existing at such time, represents the maximum amount that can reasonably be expected to become an actual or matured liabilitythereof.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the --- ----- Transaction and to all Indebtedness (including the Loans, the Senior Subordinated Notes and the Convertible Subordinated Notes) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)7.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to 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) (x) the sum of the assets, at a fair valuation, 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) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date, on a pro forma basis Date and after giving effect to the Transaction and to all Indebtedness (including the Loanseach Loan and Competitive Bid Loan) incurred, and to be incurred, and Liens created, created and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they the Borrower will not have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a5.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Closing Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, on or prior to the Closing Date, and Liens created, and to be created, by each Credit Party on or prior to the Closing Date, in connection therewithwith this Agreement, with respect to each of SNIG and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each of SNIG and its Subsidiaries (on a consolidated basis) and the Borrower (on a stand-alone basis) will exceed their debts, (y) the Borrower (on a stand-alone basis) and the Borrower SNIG and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they not have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower (on a stand-alone basis), and SNIG and its Subsidiaries (on a consolidated basis) will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a5.11(a), “"debt” " means 37 any liability on a claim, and “"claim” " means (i) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma PRO FORMA basis after giving effect to the Transaction and to all Indebtedness (including the LoansLoans and the Senior Notes) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower Holdings and its Subsidiaries (on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower Holdings and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a)7.10, “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.