Common use of Financial Condition; Financial Statements Clause in Contracts

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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and 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 7.10(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, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each the Borrower (on a stand-alone basis), ) and each the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each 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 7.10(a8.09(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 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on a consolidated basis), (x) the fair valuation of all of the 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 7.10(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 Restatement 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 each the Borrower (on a stand-alone basis), ) and each the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each 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 7.10(a8.09(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 each of the Restatement 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower the 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 7.10(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 Closing Date, on a pro forma basis after giving effect to the Transaction Transactions, and to all Indebtedness (including the LoansNotes) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each Borrower (i) the Parent (on a stand-alone basis), and each Borrower (ii) the Company (on a stand-alone basis), (iii) the Parent and its Subsidiaries (on a consolidated basis) and (iv) the 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 each Borrower the Parent (on a stand-alone basis), the Company (on a stand-alone basis), the Parent and its Subsidiaries (on a consolidated basis) and each Borrower the 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 7.10(a)5.10, “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 Restatement 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each 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 7.10(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 Restatement 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 each Borrower (on a stand-alone basis), and each 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 each Borrower (on a stand-alone basis) and each 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 7.10(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 Restatement 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 7.10(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 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each 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 7.10(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 Restatement 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 each 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 each 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 7.10(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 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, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each 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 Borrower (on a stand-alone basis) and each Borrower of the Company and its Subsidiaries (on a consolidated basis) and the Company (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 7.10(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 maximum amount that can reasonably be expected to become an actual or matured liabilitythereof.

Financial Condition; Financial Statements. (a) On and as of the Restatement 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 each Borrower (on a stand-alone basis), the Borrowers and each Borrower and its their respective Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) the Borrowers and each 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 7.10(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 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 each the Borrower (on a stand-alone basis), ) and each the Borrower and its Subsidiaries (on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each 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 7.10(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 Restatement 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 therewithwith this Credit Agreement and by the Borrower in connection with the Senior Unsecured Notes, with respect to each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each 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 7.10(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 Restatement 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, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each the Borrower and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand alone basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each of the Borrower and its Subsidiaries and the LS Companies (on a consolidated basis) and of the Borrower (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 7.10(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 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 each Borrower (i) the Partnership (on a stand-alone basis), and each Borrower (ii) the 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 each Borrower the Partnership (on a stand-alone basis), the Operating Company (on a stand-alone basis), the Partnership and its Subsidiaries (on a consolidated basis) and each Borrower the 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 7.10(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 Restatement 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 each 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 each 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 7.10(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 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each 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 7.10(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 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, and Liens created, and to be created, by the Borrowers and each Davel Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assetsassets (including, without limitation, goodwill), at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower MobilePro and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has each of MobilePro and its Subsidiaries 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 neither MobilePro nor any of its Subsidiaries will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 7.10(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 In computing the amount of contingent or unliquidated liabilities at any time shall time, such liabilities will be computed as at the amount thatwhich, 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 Restatement 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 each Borrower (on a stand-alone basis), and each 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 each Borrower (on a stand-alone basis) the Parent, the Borrower, Essex and each 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 7.10(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 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 each Borrower (on a stand-alone basis), basis and each 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 each Borrower (on a stand-alone basis) and 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 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 7.10(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 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (xi) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on taken as a consolidated basis) whole will exceed its or their debts, (yii) it the Borrower and its Subsidiaries taken as a whole has or they have not incurred nor intended toincurred, nor believes or and does not intend to incur, 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 7.10(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 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 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 each Borrower (on a stand-alone basis), and each 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 each 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 7.10(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 each Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and 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 7.10(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, 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (xi) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each 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 7.10(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 Restatement 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 therewith, with respect to each Borrower therewith (on a stand-alone basisassuming the full utilization of the Aggregate Commitment Amount under this Agreement), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, valuation of each Borrower (on LTV Steel and the other Members taken as a stand-alone basis) and each Borrower and its Subsidiaries (on 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 7.10(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 each the Borrower (on a stand-alone basis), Holdings and each 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 the Borrower (on a stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and each 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 7.10(a8.09(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 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on a consolidated basis), (x) the fair valuation of all of the 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 7.10(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 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 incurredincurred (including, without limitation, the Revolving Loans or Letters of Credit and the application of the proceeds thereof), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each 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 each Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has 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, 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 (on a consolidated basis) will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 7.10(a)7.10, “"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 Restatement 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 each the Borrower (on a stand-alone basis), ) and each the Borrower and its Subsidiaries (on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each 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 7.10(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 Restatement 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each 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 7.10(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 Borrower in connection therewith, with respect to each Borrower (on a stand-alone basis), the Borrowers and each Borrower and its their respective Restricted Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) the Borrowers and each 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 7.10(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 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 each Borrower of Holdings and its Subsidiaries (on a stand-alone consolidated basis), and each 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 each Borrower of Holdings and its Subsidiaries (on a stand-alone consolidated basis) and each ), 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 7.10(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 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (xi) the sum of the fair value of the assets, at a fair valuation, of each Borrower 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, (ii) 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 Borrower Credit Party 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 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 7.10(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 Restatement 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 each the Borrower (on a stand-alone basis), ) and each Borrower Holdings and its Subsidiaries (on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each 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 7.10(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 Restatement 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 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 each 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 7.10(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 Restatement 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each 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 7.10(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 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, and Liens created, and to be created, by the Borrowers and each Davel Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assetsassets (including, without limitation, goodwill), at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower MobilePro and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has each of MobilePro and its Subsidiaries 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 neither MobilePro nor any of its Subsidiaries will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 7.10(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 In computing the amount of contingent or unliquidated liabilities at any time shall time, such liabilities will be computed as at the amount thatwhich, 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 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each 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 7.10(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 Restatement 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 each Borrower (on a stand-alone basis), and each the Borrower and its Restricted Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each 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 7.10(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, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each the Borrower (on a stand-alone basis), ) and each the Borrower and its Subsidiaries (on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each 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 7.10(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 Restatement Effective Closing Date and each Drawdown Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the all Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party the Borrower in connection therewith, with respect to each Borrower (on a stand-alone basis), and each the Borrower and its Restricted Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each 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 7.10(a7.9(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 each Borrower (on a stand-alone basis), and each 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 each 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 7.10(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. Undisclosed Liabilities; Projections. (a) On and as of the Restatement 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 each 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 each the US Borrower and its Subsidiaries (on a consolidated basis) ), (xi) the sum of the assets, at a fair valuation, of each 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 each 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 7.10(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 Restatement 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on taken as a consolidated basis) whole will exceed its or their debts, (y) it has the Borrower 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 taken as a whole will not have sufficient unreasonably small capital with which to conduct its or their business. For purposes of this Section 7.10(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 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 each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each 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 7.10(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 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 each 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 Holdings and the Borrower (on a stand-alone basis) and 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 7.10(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 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 each Borrower (on a stand-alone basis), and each the Borrower and its Restricted Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each 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 7.10(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 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 each 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 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 7.10(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 As of the Restatement 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 each Borrower (on a stand-alone basis), and each Borrower fair value of the assets of the Parent Company and its Subsidiaries (Restricted Subsidiaries, on a consolidated basis) (x) the sum of the assets, at a fair valuationexceeds, of each Borrower (on a stand-alone basis) and each 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 Parent 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 Parent 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 Parent 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 Closing Date for which they will have sufficient capital with which to conduct its or their businessunreasonably small capital. For purposes of this Section 7.10(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 Parent Company and its Restricted Subsidiaries in good faith.

Financial Condition; Financial Statements. (a) On and as of the Restatement 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 each Borrower (on a stand-alone basis), and each 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 each Borrower (on a stand-alone basis) the Parent, the Borrower, Essex and each 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 7.10(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 Restatement Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction transactions contemplated by the Credit Agreement 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 therewithon the Initial Borrowing Date, with respect to each of the Borrower (on a stand-alone basis), ) and each 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 each 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 7.10(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 Restatement Effective DateAfter giving effect to each Borrowing hereunder, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurredincurred (including 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 each 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 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 7.10(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 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 each Borrower (on a stand-alone basis), and each 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 Borrower (on a stand-alone basis) and each Borrower of the 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 7.10(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 Restatement 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 each the Borrower (on a stand-alone basis), ) and each the Borrower and its Subsidiaries (on a consolidated basis) ), (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each 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 7.10(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.