Common use of Solvency Clause in Contracts

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately after the Agreement Execution Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately after the Agreement Execution Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Properties of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, and the Borrower does not believe that it or to permit any of its Subsidiaries will, to incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately after the consummation of the transactions to occur on the date hereof and immediately following the making of each Loan, if any, made on the date hereof and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately after the Closing Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the General Partner, the Borrower and its their Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the General Partner, the Borrower and its their Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the General Partner, the Borrower and its their Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the General Partner, the Borrower and its their Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the General Partner, the Borrower and its their Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the General Partner, the Borrower and its their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower It does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately As of the Closing Date, immediately after giving effect to the ADT consummation of the Transactions on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT TransactionsTransactions on the Closing Date, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after the Agreement Effective Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur on a consolidated basis have not incurred debts beyond its their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately after the Agreement Execution Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Properties of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or to permit any of its Subsidiaries will, to incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately On the Closing Date, immediately after giving effect to the ADT Transactions on the Closing DateTransactions, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after the Agreement Execution Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after the Closing Date and immediately following the making of each Credit Extension and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Credit Extension, (i) the fair value of the assets of the Borrower Loan Parties and its their Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Loan Parties and its their Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property Property of the Borrower Loan Parties and its their Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Loan Parties and its their Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Loan Parties and its their Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Loan Parties and its their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does The Loan Parties do not intend to, and the Borrower does do not believe that it or any of its Subsidiaries they will, incur debts beyond its their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary them and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarytheir Indebtedness.

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date, after taking into account all applicable rights of indemnity and contribution, (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of Holdings, the Parent Borrower and its Subsidiaries on the Restricted Subsidiaries, taken as a consolidated basiswhole, at a fair valuation, will exceed the their debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property of Holdings, the Parent Borrower and its Subsidiaries on the Restricted Subsidiaries, taken as a consolidated basis whole, will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; , (iiic) Holdings, the Parent Borrower and its Subsidiaries on the Restricted Subsidiaries, taken as a consolidated basis whole, will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; , and (ivd) Holdings, the Parent Borrower and its Subsidiaries on the Restricted Subsidiaries, taken as a consolidated basis whole, will not have unreasonably small capital with which to conduct the businesses business in which they are engaged as such businesses are business is now conducted and are is proposed to be conducted following the Closing Effective Date. (b) As . For purposes of this Section 3.14, the amount of any contingent liability at any time shall be computed as the amount that, in the light of all of the Closing Datefacts and circumstances existing at such time, immediately after giving effect represents the amount that could reasonably be expected to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it become an actual or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarymatured liability.

Solvency. (a) Immediately after giving effect to the ADT Transactions transactions to occur on the Closing Restatement Effective Date, (i) the fair value of the assets of the Borrower Company and its the Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Company and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower Company and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Company and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Company and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Company and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Restatement Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower Company does not intend to, and the Borrower does not believe that it or any of its Material Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after the consummation of the transactions to occur on the Effective Date and immediately following the making of each Credit Extension, if any, made on the Effective Date and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Credit Extensions, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute due and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute due and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Guarantors to, and the Borrower does not believe that it or any of its Subsidiaries Guarantors will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary Guarantor and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such SubsidiaryGuarantor.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, basis and at a fair valuation, will exceed the debts and liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise, of the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of On the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, neither Holdings nor the Borrower does not intend intends to, and neither Holdings nor the Borrower does not believe believes that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after the consummation of the transactions to occur on the Effective Date and immediately following the making of each Credit Extension, if any, made on the Effective Date and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Credit Extensions, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately following the making of each Loan, if any, made on the date hereof and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions transactions to occur on the Closing Date, (i) the fair value of the assets of the Borrower Company and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Company and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower Company and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Company and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Company and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Company and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower Company does not intend to, and the Borrower does not believe that it or any of its Material Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately As of the Amendment and Restatement Effective Date, after giving effect to the ADT Transactions on and the Closing Daterights of indemnification, subrogation and contribution under the Security Documents, (ia) the fair value of the assets of Holdings, the Borrower and its Subsidiaries on the Restricted Subsidiaries, taken as a consolidated basiswhole, at a fair valuation, will exceed the their debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property of Holdings, the Borrower and its Subsidiaries on the Restricted Subsidiaries, taken as a consolidated basis whole, will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; , (iiic) Holdings, the Borrower and its Subsidiaries on the Restricted Subsidiaries, taken as a consolidated basis whole, will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; matured and (ivd) Holdings, the Borrower and its Subsidiaries on the Restricted Subsidiaries, taken as a consolidated basis whole, will not have unreasonably small capital with which to conduct the businesses business in which they are engaged as such businesses are business is now conducted and are is proposed to be conducted following the Closing Amendment and Restatement Effective Date. (b) As . For purposes of the Closing Date, immediately after giving effect to the consummation of the ADT Transactionsthis Section, the Borrower does not intend toamount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the Borrower does not believe amount that it can reasonably be expected to become an actual or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarymatured liability.

Solvency. (ai) Immediately after the Agreement Execution Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Properties of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing DateThe Borrower and its Subsidiaries, immediately after giving effect to the consummation of the ADT Transactionson a consolidated basis, the Borrower does do not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, to incur debts beyond its their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary Person and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such SubsidiaryPerson.

Solvency. (a) Immediately after giving effect to the ADT Restatement Transactions on the Closing Date, (i) the fair value of the assets of each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Restatement Effective Date. (b) As None of Holdings or the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not Borrowers intend to, and the Borrower does not believe that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (ai) Immediately after the Closing Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower It does not intend to, and the Borrower does not believe that it or to permit any of its Subsidiaries will, to incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing DateDate or prior to the date this representation and warranty is made or remade, (i) the fair value of the assets of each Borrower (individually) and the Borrower Holdcos, the Borrowers and its their respective Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise, of such Borrower (individually) and the Borrower Holdcos, the Borrowers and its their respective Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of each Borrower (individually) and the Borrower Holdcos, the Borrowers and its their respective Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of such Borrower (individually) and the Borrower Holdcos, the Borrowers and its their respective Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each Borrower (individually) and the Borrower Holdcos, the Borrowers and its their respective Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) each Borrower (individually) and the Borrower Holdcos, the Borrowers and its their respective Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after the consummation of the transactions to occur on the Effective Date and immediately following the making of each Credit Extension, if any, made on the Effective Date and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Credit Extensions, (i) the fair value of the assets of the Borrower REIT and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower REIT and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property assets of the Borrower REIT and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower REIT and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower REIT and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower REIT and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower The REIT does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after the consummation of the transactions to occur on the Effective Date and immediately following the making of each Credit Extension, if any, made on the Effective Date and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Credit Extensions, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute due and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute due and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any Guarantors to, and the Borrower does not believe that it or any of its Subsidiaries Guarantors will, incur debts beyond its or any such Guarantor’s ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary Guarantor and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such SubsidiaryGuarantor.

Solvency. (ai) Immediately after the Closing Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately after the consummation of the transactions to occur on the date hereof and immediately following the making of each Credit Extension, if any, made on the date hereof and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Credit Extension, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately Both before and immediately after giving effect the consummation of the Transactions to the ADT Transactions occur on the Closing Effective Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basiseach Borrower, at a fair valuation, will exceed the its debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the each Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the each Borrower and its Subsidiaries on a consolidated basis will be able to pay their its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the no Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses business in which they are it is engaged as such businesses are business is now conducted and are is proposed to be conducted following after the Closing Effective Date. The amount of contingent liabilities at any time shall be computed as the amount that, in 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. (b) As No Borrower intends to, or will permit any of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend Subsidiaries to, and the no Borrower does not believe believes that it or any of its the Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect the consummation of the Transactions to the ADT Transactions occur on the Closing Effective Date, (i) the fair value of the assets of the Borrower and its Subsidiaries Borrowers, on a consolidated basis, at a fair valuation, will exceed the their debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries Borrowers, on a consolidated basis basis, will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries Borrowers, on a consolidated basis basis, will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries Borrowers, on a consolidated basis basis, will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Effective Date. (b) As of the Closing Date, immediately Immediately after giving effect to the consummation of the ADT TransactionsTransactions to occur on the Effective Date, (i) the Borrower does fair value of the assets of the Company and its Subsidiaries, on a consolidated basis, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Company and its Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Company and its Subsidiaries, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Company and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the Effective Date. (c) The Borrowers, taken as a whole, do not intend to, and the Borrower does not or believe that it or any of its Subsidiaries they will, incur debts beyond its their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary received, and the timing and of the amounts of cash to be payable on or in respect of their Indebtedness. (d) The Company and its Indebtedness Subsidiaries, taken as a whole, do not intend to, or believe they will, incur debts beyond their ability to pay such debts as they mature, taking into account the Indebtedness timing of any such Subsidiaryand amounts of cash to be received, and the timing of the amounts of cash to be payable on or in respect of their Indebtedness.

Solvency. (a) Immediately On the Closing Date, immediately after giving effect to the ADT consummation of the Transactions on the Closing Date, and as of such date (ia) the fair value of the assets of the Borrower Holdings and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Holdings and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property of the Borrower Holdings and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Holdings and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower Holdings and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower Holdings and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) . As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower Holdings does not intend to, and the Borrower Holdings does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness debts or the Indebtedness debts of any such Subsidiary.

Solvency. (a) Immediately after the Transactions to occur on the Closing Date are consummated and after giving effect to the ADT Transactions application of the proceeds of each Loan made on the Closing Date, (ia) the fair value of the assets of the Borrower Borrower, and its the fair value of the assets of the Restricted Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, otherwise of the Borrower Borrower, and its of the Restricted Subsidiaries on a consolidated basis, respectively; (iib) the present fair saleable value of the property of the Borrower Borrower, and its the present fair saleable value of the property of the Restricted Subsidiaries on a consolidated basis basis, will be greater than exceed the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) , of the Borrower Borrower, and its of the Restricted Subsidiaries on a consolidated basis basis, respectively; (c) the Borrower, and the Restricted Subsidiaries on a consolidated basis, will be able to pay their respective debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) neither the Borrower and its Borrower, nor the Restricted Subsidiaries on a consolidated basis basis, will not have unreasonably small capital with which to conduct the businesses business in which they are engaged as such businesses are business is now conducted and are proposed to be conducted following after the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately after the Closing Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower General Partner and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower General Partner and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property of the Borrower General Partner and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower General Partner and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower General Partner and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower General Partner and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower The General Partner does not intend to, does not intend to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Effective Date, (i) the fair value of the assets of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Effective Date. (b) As of On the Closing Effective Date, immediately after giving effect to the consummation of the ADT Transactions, neither Holdings nor the Borrower does not intend intends to, and neither Holdings nor the Borrower does not believe believes that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately On the Closing Date, immediately after giving effect to the ADT Transactions that occur on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of On the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately As of the Closing Date, immediately after giving effect to the ADT consummation of the Transactions on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (ba) As of the Closing Date, immediately after giving effect to the consummation of the ADT TransactionsTransactions on the Closing Date, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) each Borrower (individually) and the U.S. Borrower and its the Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As None of Holdings or the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not Borrowers intend to, and the Borrower does not believe that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after the consummation of the transactions to occur on the Modification Effective Date and immediately following the making of each Credit Extension, if any, made on the Modification Effective Date and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Credit Extensions, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute due and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute due and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Modification Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any Guarantors to, and the Borrower does not believe that it or any of its Subsidiaries Guarantors will, incur debts beyond its or any such Guarantor’s ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary Guarantor and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such SubsidiaryGuarantor.

Solvency. (a) Immediately after the consummation of the transactions to occur on the Restatement Date and immediately following any Borrowings made on the Restatement Date and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Borrowings, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Restatement Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any Subsidiary to, and the Borrower does not believe that it or any of its Subsidiaries Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such SubsidiaryIndebtedness.

Solvency. (a) Immediately after the consummation of the transactions to occur on the Effective Date and immediately following the making of each Credit Extension, if any, made on the Effective Date and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Credit Extensions, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute due and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute due and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Effective Date. For the purposes hereof, the amount of any contingent obligation at any time shall be computed as the amount that, in 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. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any Guarantors to, and the Borrower does not believe that it or any of its Subsidiaries Guarantors will, incur debts beyond its or any such Guarantor’s ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary Guarantor and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such SubsidiaryGuarantor.

Solvency. (a) Immediately On the Closing Date, immediately after giving effect to the ADT Transactions that occur on the Closing Date, (i) the fair value of the assets of Holdings, the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of Holdings, the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of Holdings, the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of Holdings, the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Holdings, the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Holdings, the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of On the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, neither Holdings or the Borrower does not intend intends to, and the Borrower does not believe or believes that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after the consummation of the Transactions and the other transactions to occur on the Closing Date and immediately following the making of each Loan or Competitive Loan made and the issuance of each Letter of Credit issued and after giving effect to the ADT Transactions on application of the Closing Dateproceeds thereof, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, and the Borrower does not believe that it or any Subsidiary of its Subsidiaries the Borrower will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the The fair value of the assets of the Borrower and its Subsidiaries on Borrowers, taken as a consolidated basiswhole, at a fair valuation, will exceed the their debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on Borrowers, taken as a consolidated basis whole, will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on Borrowers, taken as a consolidated basis whole, will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; , and (iv) the Borrower and its Subsidiaries on Borrowers, taken as a consolidated basis whole, will not have unreasonably small capital with which to conduct the businesses business in which they are engaged as such businesses are business is now conducted and are is proposed to be conducted following after the Closing Restatement Effective Date. (b) As of the Closing DateThe Borrowers, immediately after giving effect to the consummation of the ADT Transactionstaken as a whole, the Borrower does do not intend to, and the Borrower does or will not permit any of their Subsidiaries to, or believe that it they or any of its Subsidiaries their Subsidiaries, taken as a whole, will, incur debts beyond its their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it them or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its their Indebtedness or the Indebtedness of their Subsidiaries, taken as a whole. The Borrowers will not permit any of their Subsidiaries, taken as a whole, to incur debts beyond their ability to pay such Subsidiarydebts as they mature, if, as a result of doing so, it could be reasonably expected to have a Material Adverse Effect on the Borrowers and their Subsidiaries, taken as a whole.

Solvency. (a) Immediately after the Agreement Execution Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the date hereof. The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions transactions to occur on the Closing Restatement Effective Date, (i) the fair value of the assets of the Borrower and its the Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Restatement Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, and the Borrower does not believe that it or any of its Material Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing DateTransactions, (i) the fair value of the assets of the Borrower Holdings and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Holdings and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower Holdings and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Holdings and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Holdings and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Holdings and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower Holdings does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. Assuming (a) Immediately the satisfaction of the conditions to Parent’s obligation to consummate the Merger, (b) the accuracy of the representations and warranties set forth in Article 4 in all material respects and (c) the Company and its Subsidiaries, on a consolidated basis, are Solvent immediately prior to the Effective Time, after giving effect to the ADT Transactions transactions contemplated by this Agreement (including the payment of the aggregate Merger Consideration and the payment of all related fees and expenses), the Surviving Corporation on a consolidated basis will be Solvent as of the Closing DateEffective Time and immediately after the consummation of the transactions contemplated hereby. For purposes of this Agreement, “Solvent” when used with respect to any Person, means that as of any date of determination (i) the fair value of the assets of the Borrower such Person and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, directcontingent, subordinated, contingent subordinated or otherwise, of the Borrower such Person and its Subsidiaries on a consolidated basis; , (ii) the present fair saleable salable value of the property of the Borrower such Person and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower such Person and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, liabilities as such debts and other liabilities they become absolute and matured; , (iii) the Borrower such Person and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities they become absolute and matured; matured and become due in the usual course of their affairs and (iv) the Borrower such Person and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses business in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of Holdings, the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of Holdings, the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of Holdings, the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of Holdings, the Borrower and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Holdings, the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Holdings, the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of On the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, neither Holdings nor the Borrower does not intend intends to, and neither Holdings nor the Borrower does not believe believes that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately As of the Closing Date, immediately after giving effect to the ADT consummation of the Transactions on the Closing Date, (i) the fair value of the assets of the Parent Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Parent Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Parent Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Parent Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Parent Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Parent Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT TransactionsTransactions on the Closing Date, the Parent Borrower does not intend to, and the Parent Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving Giving pro forma effect to the ADT Transactions as of the Restatement Date, on the Closing Restatement Date, (iA) the fair value of the assets of the Borrower Holdings and its Subsidiaries subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise, of the Borrower Holdings and its Subsidiaries subsidiaries on a consolidated basis, respectively; (iiB) the present fair saleable value of the property of the Borrower Holdings and its Subsidiaries subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Holdings and its Subsidiaries subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiiC) the Borrower Holdings and its Subsidiaries subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivD) the Borrower Holdings and its Subsidiaries subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Restatement Date. (b) As of the Closing Date, immediately after giving Giving pro forma effect to the consummation Transactions as of the ADT TransactionsRestatement Date, on the Borrower does not intend Restatement Date, neither Holdings nor Products intends to, and the Borrower does not believe neither Holdings nor Products believes that on a consolidated basis it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately On the Closing Date, immediately after giving effect to the ADT 2008 Transactions that occur on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of On the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after the consummation of the transactions to occur on the date hereof and immediately following the making of each Loan, if any, made on the date hereof and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the date hereof. The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the Borrower (individually) and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed exceeded the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower (individually) and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower (individually) and its Subsidiaries on a consolidated basis will be was greater than the amount that will be required to pay the probable liability of the Borrower (individually) and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower (individually) and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower (individually) and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the Borrower and its the Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its the Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its the Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its the Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its the Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its the Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. 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. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately Both immediately before and immediately after giving effect to the ADT Transactions to occur and the initial Credit Event on the Closing Date, (i) the present fair salable value of the assets of the U.S. Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, at a fair valuation, will exceed is greater than the (a) total amount of present debts and liabilities (including subordinated and contingent liabilities, direct, subordinated, contingent or otherwise, ) of the U.S. Borrower and its Subsidiaries Subsidiaries, on a consolidated basis; , and (iib) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries liability, on a consolidated basis on basis, of their debts and other liabilities (including subordinated and contingent liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and , (ivii) the U.S. Borrower and its Subsidiaries Subsidiaries, on a consolidated basis will basis, are able to pay all debts and liabilities (including subordinated and contingent liabilities) as such debts and liabilities become absolute and matured, (iii) the U.S. Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct the businesses business in which they are engaged as such businesses are business is now conducted and are is proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend todate hereof, and (iv) neither the U.S. Borrower does not believe that it or nor any of its Subsidiaries willintends to hinder, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it delay or defraud either present or future creditors or any such Subsidiary and other person to which the timing and amounts of cash to be payable U.S. Borrower or its Subsidiaries are or, on or after the date hereof, will become indebted. For purposes of this Section 5.08, in respect computing the amount of its Indebtedness contingent liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or the Indebtedness of any such Subsidiarymatured liability.

Solvency. (ai) Immediately (x) At the time of and immediately after the consummation of the transactions to occur on the Amendment No. 2 Effective Date and after giving effect to the ADT Transactions application of the proceeds of each Loan made on such date and the operation of the Contribution, Intercompany, Contracting and Offset Agreement, and (y) after giving effect to the consummation of the Aleris Acquisition on the Aleris Acquisition Closing Date, (ia) the fair value of the assets of the Borrower each Loan Party (individually and its Subsidiaries on a consolidated basis, at a fair valuation, basis with its Subsidiaries) will exceed the its debts and liabilities, direct, subordinated, contingent contingent, prospective or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property of the Borrower each Loan Party (individually and its Subsidiaries on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent contingent, prospective or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower each Loan Party (individually and its Subsidiaries on a consolidated basis with its Subsidiaries) will be able to pay their its debts and liabilities, direct, subordinated, contingent contingent, prospective or otherwise, as such debts and liabilities become absolute and matured; (d) each Loan Party (individually and (iv) the Borrower and its Subsidiaries on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct the businesses its business in which they are it is engaged as such businesses are business is now conducted and are is proposed to be conducted following the Closing Date. ; and (be) As each Loan Party is not “insolvent” as such term is defined under any Debtor Relief Laws of the Closing Dateany jurisdiction in which any Loan Party is organized or incorporated (as applicable), immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability otherwise unable to pay such its debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiaryfall due.

Solvency. (a) Immediately after the consummation of the transactions to occur on the Closing Date and immediately following any Credit Extensions made on the Closing Date and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Credit Extensions, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any Subsidiary to, and the Borrower does not believe that it or any of its Subsidiaries Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such SubsidiaryIndebtedness.

Solvency. (a) Immediately As of the 2021 Effective Date, immediately after giving effect to the ADT consummation of the 2021 Transactions on the Closing 2021 Effective Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing 2021 Effective Date. (b) As of the Closing 2021 Effective Date, immediately after giving effect to the consummation of the ADT Transactions2021 Transactions on the 2021 Effective Date, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately after the Agreement Execution Date and immediately following the making of each Advance and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Advances, (ia) the fair value of the assets of the Borrower each Guarantor and its Subsidiaries on a consolidated basis, at a fair valuation, basis will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower each Guarantor and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Properties of the Borrower each Guarantor and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower each Guarantor and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower each Guarantor and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower each Guarantor and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower Each Guarantor does not intend to, and the Borrower does not believe that it or to permit any of its Subsidiaries willto, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately On the Closing Date, immediately after giving effect to the ADT Transactions on the Closing DateTransactions, (i) the fair value of the assets of the Borrower Borrowers and its the Subsidiaries on a combined or consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Borrowers and its the Subsidiaries on a combined or consolidated basis; (ii) the present fair saleable value of the property of the Borrower Borrowers and its the Subsidiaries on a combined or consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Borrowers and its the Subsidiaries on a combined or consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Borrowers and its the Subsidiaries on a combined or consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Borrowers and its the Subsidiaries on a combined or consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of On the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, none of the Borrower does not intend Borrowers intends to, and none of the Borrower does not believe Borrowers believes that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after the Closing Date and immediately following the making of each Credit Extension and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Credit Extension, (i) the fair value of the assets of the Borrower Loan Parties and its their Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Loan Parties and its their Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property Property of the Borrower Loan Parties and its their Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Loan Parties and its their Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Loan Parties and its their Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Loan Parties and its their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower Each Loan Party does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (A) (a) Immediately Both (x) immediately after giving effect to the ADT Transactions Transaction and (y) on the Closing Date, Restructuring Date (i) the fair value of the assets of the Borrower Holdings and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Holdings and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower Holdings and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Holdings and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Holdings and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Holdings and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. Date and (bB) As of the Closing Date, immediately after giving effect to the consummation of Transaction and prior to the ADT TransactionsRestructuring Date, the Borrower Parent (x) has not ceased, and does not intend toexpect that it will cease, making payments on its liabilities when due and (y) can, and the Borrower does not believe expects that it or any can, obtain credit in the ordinary course of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarybusiness.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the The fair value of the assets of the Borrower and its Subsidiaries on Borrowers, taken as a consolidated basiswhole, at a fair valuation, will exceed the their debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on Borrowers, taken as a consolidated basis whole, will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on Borrowers, taken as a consolidated basis whole, will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; , and (iv) the Borrower and its Subsidiaries on Borrowers, taken as a consolidated basis whole, will not have unreasonably small capital with which to conduct the businesses business in which they are engaged as such businesses are business is now conducted and are is proposed to be conducted following after the Closing Date. (b) As of the Closing DateThe Borrowers, immediately after giving effect to the consummation of the ADT Transactionstaken as a whole, the Borrower does do not intend to, and the Borrower does or will not permit any of their Subsidiaries to, or believe that it they or any of its Subsidiaries their Subsidiaries, taken as a whole, will, incur debts beyond its their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it them or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its their Indebtedness or the Indebtedness of their Subsidiaries, taken as a whole. The Borrowers will not permit any of their Subsidiaries, taken as a whole, to incur debts beyond their ability to pay such Subsidiarydebts as they mature, if, as a result of doing so, it could be reasonably expected to have a Material Adverse Effect on the Borrowers and their Subsidiaries, taken as a whole.

Solvency. (a) Immediately after giving effect to the ADT Transactions transactions to occur on the Closing DateDate and immediately following the occurrence of each other Credit Event, (ia) the fair value of the assets of the Borrower each of (i) Holdings and its Subsidiaries on (taken as a consolidated basiswhole) and (ii) each Co-Borrower, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Holdings and its Subsidiaries on (taken as a consolidated basis; whole) or such Co-Borrower, respectively, (iib) the present fair saleable value of the property of the Borrower Holdings and its Subsidiaries on (taken as a consolidated basis whole) and each Co-Borrower, will be greater than the amount that will be required to pay the probable liability of the Borrower Holdings and its Subsidiaries on (taken as a consolidated basis whole) or such Co-Borrower, respectively, on their or its debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; , (iiic) the Borrower Holdings and its Subsidiaries on (taken as a consolidated basis whole) and each Co-Borrower will be able to pay their its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; matured (after giving effect to any guarantees and credit support), and (ivd) the Borrower Holdings and its Subsidiaries on (taken as a consolidated basis whole) and each Co-Borrower will not have unreasonably small capital with which to conduct the businesses business in which they are it is engaged as such businesses are business is now conducted and are is proposed to be conducted following the Closing Date. . For purposes of this Section 4.29, (bi) As of the Closing Date“able to pay its debts and liabilities, immediately direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured (after giving effect to the consummation of the ADT Transactionsany guarantees and credit support)” means that such Person will be able to generate enough cash from operations, the Borrower does not intend toasset dispositions or refinancings, or a combination thereof, to meet its obligations as they become due, and (ii) the Borrower does not believe 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 it can reasonably be expected to become an actual or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarymatured liability.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (1) (i) the fair value of the assets of the Borrower Holdings and its Restricted Subsidiaries on taken as a consolidated basiswhole, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Holdings and its Restricted Subsidiaries on taken as a consolidated basiswhole; (ii) the present fair saleable value of the property of the Borrower Holdings and its Restricted Subsidiaries on taken as a consolidated basis whole will be greater than the amount that will be required to pay the probable liability of the Borrower Holdings and its Restricted Subsidiaries on taken as a consolidated basis whole on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Holdings and its Restricted Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Holdings and its Restricted Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date; and (2) (i) the property of Holdings and its Restricted Subsidiaries, taken as a whole, if disposed of (as a going concern) at a fairly conducted sale under legal process, would be sufficient to enable payment of all their obligations, due and accruing due, (ii) the property of Holdings and its Restricted Subsidiaries, taken as a whole, is, at a fair valuation, sufficient to enable payment of all their obligations, due and accruing due; (iii) none of the Canadian Loan Parties has ceased paying its current obligations in the ordinary course of business as they generally become due; and (iv) Holdings and its Restricted Subsidiaries are able to meet their obligations as they generally become due. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Neither Holdings nor any Borrower does not intend intends to, and the Borrower does not believe that it or any of its the Material Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions and the payment of the Transaction Costs on the Closing DateDate and immediately following the making of the Revolver Loans on the Closing Date and after giving effect to the application of the proceeds of the Revolver Loans, (i) the fair value of the assets of Holdings, the Lead Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of Holdings, the Lead Borrower and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of Holdings, the Lead Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of Holdings, the Lead Borrower and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Holdings, the Lead Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Holdings, the Lead Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after the Transactions to occur on the Effective Date are consummated and after giving effect to the ADT Transactions application of the proceeds of each Loan made on the Closing Effective Date, (ia) the fair value of the assets of the Borrower Borrower, and its the fair value of the assets of the Restricted Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, otherwise of the Borrower Borrower, and its of the Restricted Subsidiaries on a consolidated basis, respectively; (iib) the present fair saleable value of the property of the Borrower Borrower, and its the present fair saleable value of the property of the Restricted Subsidiaries on a consolidated basis basis, will be greater than exceed the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) , of the Borrower Borrower, and its of the Restricted Subsidiaries on a consolidated basis basis, respectively; (c) the Borrower, and the Restricted Subsidiaries on a consolidated basis, will be able to pay their respective debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) neither the Borrower and its Borrower, nor the Restricted Subsidiaries on a consolidated basis basis, will not have unreasonably small capital with which to conduct the businesses business in which they are engaged as such businesses are business is now conducted and are proposed to be conducted following after the Closing Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (A) (a) Immediately Both (x) immediately after giving effect to the ADT Transactions Closing Date and (y) on the Closing Date, Restructuring Date (i) the fair value of the assets of the Borrower Holdings and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Holdings and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower Holdings and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Holdings and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Holdings and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Holdings and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. Date and (bB) As of the Closing Date, immediately after giving effect to the consummation of Closing Date and prior to the ADT TransactionsRestructuring Date, the Borrower Parent (x) has not ceased, and does not intend toexpect that it will cease, making payments on its liabilities when due and (y) can, and the Borrower does not believe expects that it or any can, obtain credit in the ordinary course of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarybusiness.

Solvency. (a) Immediately On the Closing Date, immediately after giving effect to the ADT Transactions that occur on the Closing DateDate (assuming that indebtedness and other obligations will become due at their respective maturities), (i) the present fair saleable value of the assets of Holdings and the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of Holdings and the Borrower and its Subsidiaries on a consolidated basis; (ii) Holdings and the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iviii) Holdings and the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to none of Holdings or the consummation of the ADT Transactions, the Borrower does not intend Borrowers intends to, and the Borrower does not believe or believes that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after giving effect to the ADT consummation of the Transactions on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis basis, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does and its Subsidiaries do not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, to incur debts beyond its their ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary the Borrower and its Subsidiaries and the timing and amounts of cash to be payable by the Borrower and its Subsidiaries on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarytheir Indebtedness.

Solvency. At the time of and immediately after each of (ai) Immediately the consummation of the Transactions to occur on the Effective Date and the Closing Date, (ii) the Aleris Increase Joinder Effective Date, (iii) the consummation of the Aleris Acquisition on the Aleris Incremental Funding Date, and (iv) at the time of and immediately following the making of the initial Credit Extension under any Incremental Term Loan Commitments (other than Aleris Incremental Term Loan Commitments) and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of each Loan and the operation of the Contribution, Intercompany, Contracting and Offset Agreement, (ia) the fair value of the assets of the Borrower Designated Company and its Subsidiaries of the Loan Parties (on a consolidated basis, at a fair valuation, basis with their Subsidiaries) will exceed the their debts and liabilities, direct, subordinated, contingent contingent, prospective or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property of the Borrower Designated Company and its Subsidiaries the Loan Parties (on a consolidated basis with their Subsidiaries) will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent contingent, prospective or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower Designated Company and its Subsidiaries the Loan Parties (on a consolidated basis with their Subsidiaries) will be able to pay their debts and liabilities, direct, subordinated, contingent contingent, prospective or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower Designated Company and its Subsidiaries the Loan Parties (on a consolidated basis with their Subsidiaries) will not have unreasonably small capital assets with which to conduct the businesses their business in which they are engaged as such businesses are business is now conducted and are is proposed to be conducted following the Closing Effective Date. ; and (be) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, Designated Company and the Borrower does Loan Parties (on a consolidated basis with their Subsidiaries) are not believe that it “insolvent” as such term is defined under any bankruptcy, insolvency or similar laws of any of its Subsidiaries willjurisdiction in which any Loan Party is organized or incorporated (as applicable), incur debts beyond its ability or otherwise unable to pay such their debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiaryfall due.

Solvency. (a) Immediately After giving effect to the Transactions and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of each Loan, (ia) the fair value of the assets Properties (in each case determined on a going concern basis) of (i) the Borrower and each other Borrower Party, on a consolidated basis with their respective subsidiaries will exceed the probable liability of their debts and other liabilities, subordinated, contingent or otherwise and (ii) each of the Borrower and its Subsidiaries on a consolidated basiseach Material Subsidiary, at a fair valuationindividually, will exceed the probable liability of its debts and other liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of (i) the Borrower and its Subsidiaries each other Borrower Party, on a consolidated basis with their respective subsidiaries will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, directsubordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured and (ii) each of the Borrower and each Material Subsidiary, individually, will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) (i) the Borrower and its Subsidiaries each other Borrower Party, on a consolidated basis with their respective subsidiaries will be able to pay their debts and liabilities, directsubordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (ii) each of the Borrower and each Material Subsidiary, individually, will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) (i) the Borrower and its Subsidiaries each other Borrower Party, on a consolidated basis with their respective subsidiaries will not have unreasonably small capital with which to conduct the businesses business in which they are engaged as such businesses are business is now conducted and are is proposed to be conducted following the Closing Date. and (bii) As each of the Closing DateBorrower and each Material Subsidiary, immediately after giving effect individually, will not have unreasonably small capital with which to the consummation of the ADT Transactions, the Borrower does not intend to, conduct business in which it is engaged as such business is now conducted and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash is proposed to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiaryconducted.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, Neither Holdings nor the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (ai) Immediately after the consummation of the transactions -------- to occur on the date hereof and immediately following the making of each Loan, if any, made on the date hereof and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after the consummation of the Transactions and immediately following the making of each Borrowing and the issuance of each Letter of Credit, if any, and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Borrowing or such issuance of a Letter of Credit, with respect to any Loan Party, (i) the fair value of the assets of the Borrower Loan Parties, as one consolidated group, and its Subsidiaries on a the Borrowers, as another consolidated basisgroup, at a fair valuation, will exceed the its debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower Loan Parties, as one consolidated group, and its Subsidiaries on a the Borrowers, as another consolidated basis group, will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Loan Parties, as one consolidated group, and its Subsidiaries on a the Borrowers, as another consolidated basis group, will be able to pay their its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Loan Parties, as one consolidated group, and its Subsidiaries on a the Borrowers, as another consolidated basis group, will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (b) As No Loan Party intends to, or will permit any of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend its Subsidiaries to, and the Borrower does not believe believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the U.S. Borrower (individually) and Holdings and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the U.S. Borrower (individually) and Holdings and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the U.S. Borrower (individually) and Holdings and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the U.S. Borrower (individually) and Holdings and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the U.S. Borrower (individually) and Holdings and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the U.S. Borrower (individually) and Holdings and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As None of Holdings or the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the U.S. Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately On the Effective Date, immediately after giving effect to the ADT Transactions that occur on the Closing Effective Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Effective Date. . For purposes of this definition, “debt” means any liability on a claim, and “claim” means (bi) As a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii) a right to an equitable remedy for breach of the Closing Date, immediately after giving effect performance to the consummation of the ADT Transactionsextent such breach gives rise to a payment, the Borrower does whether or not intend tosuch right to an equitable remedy is reduced to judgment, and the Borrower does not believe that it fixed, contingent, matured, unmatured, disputed, undisputed, secured, or any of its Subsidiaries will, incur debts beyond its ability unsecured. With respect to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary contingent liabilities, such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the timing and amounts of cash time, represents the amount which can reasonably be expected to be payable on become an actual or in respect of its Indebtedness or the Indebtedness of any such Subsidiarymatured liability.

Solvency. (ai) Immediately after the Agreement Execution Date and immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately after the Agreement Effective Date and immediately following the making of each Loan, and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any Subsidiary Guarantor to, and the Borrower does not believe that it or any of its Subsidiaries Subsidiary Guarantor will, incur debts beyond its their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary Guarantor and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such SubsidiarySubsidiary Guarantor, except, solely with respect to the Subsidiary Guarantors, to the extent the same could not reasonably be expected to have a Material Adverse Effect.

Solvency. (a) The Buyer is not entering into the transactions contemplated by this Agreement with the actual intent to hinder, delay or defraud either present or future creditors of the Buyer, the Company or any of the Buyer’s subsidiaries. The Buyer and its subsidiaries, taken as a whole, do not intend to incur debts and liabilities beyond their ability to pay such debts and liabilities, as they become absolute and matured, taking into account the transactions contemplated by this Agreement. Immediately after giving effect to the ADT Transactions on transactions contemplated by this Agreement (including the Closing Daterepayment of the Indebtedness and any financing obtained by the Buyer in connection herewith), and assuming that (i) the fair value representations and warranties of the assets of Members and the Borrower Seller contained in this Agreement, without giving effect to any materiality qualifiers contained therein or in the disclosures related thereto in the Schedules hereto, are true and its Subsidiaries on a consolidated basisaccurate at and immediately after the Closing, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower Company and its Subsidiaries on a consolidated basis will be greater than Subsidiary are solvent immediately prior to the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilitiesClosing, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower satisfaction of all of the conditions to the Buyer’s obligations to consummate the transactions contemplated hereby and (iv) the projections provided by the Seller or its Affiliates to the Buyer and its Subsidiaries on Affiliates prior to the date of this Agreement have been prepared in good faith based upon assumptions that were and continue to be reasonable, the Buyer and its subsidiaries, taken as a consolidated basis whole, will (a) be able to pay their respective debts and liabilitiesas they become due, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As own property which has a fair saleable value greater than the amounts required to pay their debts (including a reasonable estimate of the Closing Date, immediately after giving effect amount of all known contingent liabilities) and (c) have sufficient capital to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable carry on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarytheir business.

Solvency. (ai) Immediately after the consummation of the Closing Transactions and immediately following the making of each Loan, if any, made on the date hereof and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (ai) Immediately after giving effect to the ADT Transactions on the Closing Date, Agreement Execution Date (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Datedate hereof. (bii) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. Except as disclosed in or incorporated by reference in the Time of Sale Information and the Offering Memorandum, including without limitation in the risk factors titled, “NNL’s guarantee may be unenforceable, subordinated or limited in scope under the insolvency and creditor protection laws of Canada”, “NNI’s guarantee may be unenforceable under U.S. federal and state fraudulent conveyance statutes” and “Material adverse legal judgments, fines, penalties or settlements, including the global class action settlement, could have a material adverse effect on our business, results of operations, financial condition and liquidity, which could be very significant and could prevent the issuers from fulfilling, among other things, their obligations under the notes and the guarantees”, immediately after each Closing Date, each Issuer (a) Immediately after giving effect to the ADT Transactions issuance of the Securities and the other transactions related thereto as described in the Time of Sale Information and the Offering Memorandum) will be Solvent. As used in this paragraph, the term “Solvent” means, (A) with respect to NNI on the Closing Datea particular date, that on such date (i) the fair market value of the assets of the Borrower and its Subsidiaries on a consolidated basisNNI, at a fair valuationvaluation viewing NNI as a going concern, will exceed the exceeds its debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries otherwise (in each case determined on a consolidated basis); (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than NNI exceeds the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, otherwise (in each case determined on a consolidated basis) as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis NNI will be able to pay their its debts and liabilities, direct, subordinated, contingent or otherwise, otherwise as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis NNI will not have unreasonably small capital with which to conduct the businesses business in which they are it is engaged as such businesses are business is now conducted and are proposed to be conducted following after the Closing Date. ; and (bB) As with respect to the Company or NNL on a particular date, (i) the aggregate property of the Closing DateCompany or NNL at fair valuation, immediately after giving effect or if disposed of at a fairly conducted sale under legal process, is sufficient to enable payment of all its obligations, due and accruing due; (ii) the consummation property of the ADT TransactionsCompany or NNL is, at a fair valuation, greater than the Borrower does total amount of liabilities, including contingent liabilities, of the Company or NNL, as applicable; (iii) the Company or NNL has not intend to, and ceased paying its current obligations in the Borrower does not believe that it or any ordinary course of its Subsidiaries will, incur debts beyond its ability to pay such debts business as they maturegenerally become due; and (iv) the Company or NNL is not for any reason unable to meet its obligations as they generally become due; in each case, taking into account it being understood that the timing and amounts of cash Issuers cannot be certain as to be received by it or how a court would apply the foregoing standards to any such Subsidiary and contingent liabilities in determining whether the timing and amounts of cash to be payable on or in respect of its Indebtedness or relevant Issuer was solvent at the Indebtedness of any such Subsidiaryrelevant time.

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and on the date of each Borrowing and the date any Letter of Credit is issued, amended, renewed or extended, (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value sum of the assets debt (including contingent liabilities) of the Borrower Holdings and its Subsidiaries and the Company and its Subsidiaries, in each case on a consolidated basis, at a fair valuation, will not exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property present assets of the Borrower Holdings and its Subsidiaries and the Company and its Subsidiaries, respectively, on a consolidated basis will be basis, (b) the present and fair saleable value of the assets of Holdings and its Subsidiaries and the Company and its Subsidiaries, in each case on a consolidated basis, is greater than the total amount that will be required to pay the probable liability liabilities (including contingent liabilities) of the Borrower Holdings and its Subsidiaries on a consolidated basis on their debts and other liabilitiesthe Company and its Subsidiaries, directrespectively, subordinated, contingent or otherwise, in each case as such debts and other liabilities they become absolute and matured; , (iiic) the Borrower capital of Holdings and its Subsidiaries and the Company and its Subsidiaries, in each case on a consolidated basis will be able basis, is not unreasonably small in relation to pay their debts and liabilitiesrespective businesses as contemplated on the date hereof, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower Holdings and its Subsidiaries and the Company and its Subsidiaries, in each case on a consolidated basis will basis, have not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted incurred and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does do not intend toto incur, and the Borrower does not nor believe that it or any of its Subsidiaries willthey will incur, incur debts debts, including current obligations, beyond its their ability to pay such debts as they maturebecome due (whether at maturity or otherwise), taking into account the timing and amounts of cash to be received by it or any such Subsidiary (e) Holdings and its Subsidiaries and the timing Company and amounts of cash its Subsidiaries, in each case on a consolidated basis, are “solvent” within the meaning given to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarythat term and similar terms under applicable laws relating to fraudulent transfers and conveyances.

Solvency. (a) Immediately As of the Closing Date, immediately after giving effect to the ADT consummation of the Transactions on the Closing Date, (i) the fair value of the assets of the Borrower Issuer and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Issuer and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower Issuer and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Issuer and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Issuer and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Issuer and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower Issuer does not intend to, and the Borrower Issuer does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of Holdings, the Borrower and its the Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of Holdings, the Borrower and its the Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of Holdings, the Borrower and its the Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of Holdings, the Borrower and its the Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Holdings, the Borrower and its the Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Holdings, the Borrower and its the Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of On the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, neither Holdings nor the Borrower does not intend intends to, and neither Holdings nor the Borrower does not believe believes that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness Indebtedness, or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing ARCA Effective Date, (i) the fair value of the assets of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing ARCA Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, Neither Holdings nor the Borrower does not intend intends to, and neither Holdings nor the Borrower does not believe believes that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately following the making of each Loan and after giving effect to the ADT Transactions on application of the Closing Dateproceeds of such Loans, and immediately after the consummation of the other Transactions, (ia) the fair value of the assets properties of the Borrower, individually, and the Borrower and its Subsidiaries on a consolidated basis, at a fair valuationbasis with its Restricted Subsidiaries, will exceed the its debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property of the Borrower, individually, and the Borrower and its Subsidiaries on a consolidated basis with its Restricted Subsidiaries, will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) the Borrower, individually, and the Borrower and its Subsidiaries on a consolidated basis will be able with its Restricted Subsidiaries, does not intend to, and does not believe that it or its Restricted Subsidiaries (on a consolidated basis with the Borrower) will, incur debts or liabilities beyond the ability of the Borrower (individually) and its Restricted Subsidiaries (on a consolidated basis with the Borrower) to pay their its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) the Borrower, individually, and the Borrower and its Subsidiaries on a consolidated basis with its Restricted Subsidiaries, will not have unreasonably small capital with which to conduct the businesses its business in which they are it is engaged as such businesses are business is now conducted and are is proposed to be conducted following the Closing Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately As of the Closing Date, immediately after giving effect to the ADT consummation of the Transactions on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT TransactionsTransactions on the Closing Date, the Borrower does Borrowers do not intend to, and the Primary Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after After giving effect to the ADT Transactions application of the proceeds of the Credit Extension on the Closing Effective Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following after the Closing Effective Date and as of the Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, or to permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately On the Closing Date, immediately after giving effect to the ADT Transactions on the Closing DateTransactions, (i) the fair value of the assets of the Initial Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Initial Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Initial Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Initial Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Initial Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Initial Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of On the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Initial Borrower does not intend to, and the Initial Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately On the Closing Date, immediately after giving effect to the ADT Transactions on the Closing DateTransactions, (i) the fair value of the assets of the Borrower and its the Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its the Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its the Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its the Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its the Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its the Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of On the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately On the Closing Date, immediately after giving effect to the ADT Transactions on the Closing DateTransactions, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of On the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, Neither Holdings nor the Borrower does not intend intends to, and neither Holdings nor the Borrower does not believe believes that it or any of its Subsidiaries subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and on the date any Loan or Letter of Credit is issued hereunder after giving effect to the ADT Transactions on the Closing Datesuch Loan or Letter of Credit, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basiseach Loan Party, at a fair valuation, will exceed the its debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis each Loan Party will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis each Loan Party will be able to pay their its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; , and (iv) the Borrower and its Subsidiaries on a consolidated basis no Loan Party will not have unreasonably small capital with which to conduct the businesses business in which they are it is engaged as such businesses are business is now conducted and are is proposed to be conducted following after the Closing Effective Date. 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 as such time, represents the amount that can reasonably be expected to become an actual or matured liability. (b) As of the Closing DateNo Loan Party intends to, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend nor will permit any Subsidiary to, and the Borrower does not believe no Loan Party believes that it or any of its Subsidiaries Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing and of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately As of the date hereof and immediately after giving effect to the ADT Transactions on the Closing DateClosing, (i) the consolidated fair value of the assets of the Borrower and its Subsidiaries on a consolidated basissuch Seller, at a fair valuation, do and will exceed the such Seller’s consolidated debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the consolidated present fair saleable value of the property of the Borrower such Seller is and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability amount of the Borrower and its Subsidiaries on a such Seller’s consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower such Seller is and its Subsidiaries on a consolidated basis will be able to pay their its consolidated debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; matured and (iv) the Borrower such Seller does not have and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses business in which they are such Seller is engaged as such businesses are business is now conducted and are is proposed to be conducted following after the Closing DateClosing. (b) As With respect to each Seller which is a regulated insurance company, as of the Closing Date, date hereof and immediately after giving effect the Closing: (a) such Seller’s assets exceeded and will exceed its liabilities as measured in accordance with statutory accounting principals permitted or prescribed by such Seller’s primary regulator; (b) net realizable value of the property of such Seller is and will be greater than the amount that will be required to pay the probable amount of such Seller’s debts and other liabilities, subordinate, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Seller is and will be able to pay its liabilities, subordinated, continent or otherwise, as such liabilities become absolute and matured; and (d) such Seller has and will have capital in excess of company action levels (or, in the case of Seller 6, its equivalent). (c) In any proceeding involving, or determining, any of the matters set forth in subsection (a) of this Section, if and to the consummation extent that the laws of the ADT TransactionsState of New York other than the insurance laws are applicable, the Borrower does provisions of subsection (a) and not intend tosubsection (b) shall be applicable. In any proceeding involving, and the Borrower does not believe that it or determining, any of its Subsidiaries willthe matters set forth in subsection (b) of this Section, incur debts beyond its ability if and to pay such debts as they maturethe extent insurance laws are applicable, taking into account the timing provisions of subsection (b) and amounts of cash to not subsection (a) shall be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiaryapplicable.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the Borrower (individually) and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower (individually) and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower (individually) and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower (individually) and its Subsidiaries on a consolidated basis basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower (individually) and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower (individually) and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the The Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiarysubsidiary.

Solvency. (a) Immediately after giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the Borrower Holdings and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower Holdings and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower Holdings and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower Holdings and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower Holdings and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower Holdings and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower Holdings does not intend to, and the Borrower Holdings does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. (a) Immediately after the consummation of the ▇▇▇▇▇▇▇/WOW Transactions that occurred on the Original Effective Date and immediately following the making of each Loan made on the Original Effective Date and after giving effect to the ADT application of the proceeds of such Loans (collectively, the "Original Transactions"), and immediately after the consummation of the Transactions to occur on the Closing DateRestatement Effective Date and immediately following the making of each Loan made on the Restatement Effective Date and after giving effect to the application of the proceeds of such Loans (the "New Transactions"), (ia) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basiseach Loan Party, at a fair valuation, will did, in the case of the Original Transactions, or will, in the case of the New Transactions, exceed the its debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (iib) the present fair saleable value of the property of each Loan Party was, in the Borrower and its Subsidiaries on a consolidated basis case of the Original Transactions, or will be be, in the case of the New Transactions, greater than the amount that was, in the case of the Original Transactions, or will be be, in the case of the New Transactions, required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iiic) each Loan Party was, in the Borrower and its Subsidiaries on a consolidated basis case of the Original Transactions, or will be be, in the case of the New Transactions, able to pay their its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ivd) each Loan Party did not, in the Borrower and its Subsidiaries on a consolidated basis case of the Original Transactions, or will not not, in the case of the New Transactions, have unreasonably small capital with which to conduct the businesses business in which they are it is engaged as such businesses are now business, in the case of the Original Transactions, was conducted and are was proposed to be conducted following the Closing Original Effective Date or, in the case of the New Transactions, is now conducted and is proposed to be conducted following the Restatement Effective Date. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Solvency. The Administrative Agent will have received a solvency certificate from the Borrower Agent (aexecuted on behalf of the Borrower Agent by a Financial Officer of the Borrower Agent) Immediately certifying that, on the Closing Date after giving effect to the ADT Transactions on contemplated by this Agreement and the Closing Dateother Loan Documents, (i) the consolidated fair value of the assets of the Borrower Agent and its Subsidiaries on a consolidated basisSubsidiaries, at a fair valuation, will exceed the their consolidated debts and liabilities, direct, subordinated, contingent or otherwiseotherwise (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the Borrower facts and its Subsidiaries on a consolidated basis; circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability), (ii) the consolidated present fair saleable value of the property of the Borrower Agent and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a their consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; matured (it being understood that 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), (iii) the Borrower Agent and its Subsidiaries Subsidiaries, on a consolidated basis will be basis, are able to pay their consolidated debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; matured on their respective stated maturities (it being understood that 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) and (iv) the Borrower Agent and its Subsidiaries on Subsidiaries, taken as a consolidated basis whole, will not have unreasonably small capital with which to conduct the businesses business in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Dateengaged. (b) As of the Closing Date, immediately after giving effect to the consummation of the ADT Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.