definiens: means, with respect to a Loan Party on a particular date, that on such date, in each case including the fairvalue of the Loan Parties ’ Intellectual Property ( a ) the fair value of the property of such Loan Party is greater than the totalamount of liabilities, including contingent liabilities, of such Loan Party ; ( b ) the present fair salable value of the assets ofsuch Loan Party is not less than the amount that will be required to pay the probable liability of such Loan Party on its debtsas they become absolute and matured ; ( c ) such Loan Party does not intend to, and does not believe that it 13[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT . EACHSUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [ * * * ], HAS BEENFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION . ] will, incur debts or liabilities beyond such Loan Party ’s ability to pay as such debts and liabilities mature ; ( d ) such Loan Partyis not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such LoanParty ’s property would constitute an unreasonably small capital ; and ( e ) as of the date hereof, such Loan Party is not within the meaning of Section 101(32 ) of the United States Bankruptcy Code ( 11 U.S.C. § 101, et . seq ), asamended from time to time . The amount of contingent liabilities ( such as litigation, guaranties and pension plan liabilities ) atany time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents theamount that can be reasonably be expected to become an actual or matured liability