definiens: when used with respect to any Person, means that, as of any date of determina tion, ( a ) the of the assets o f such Person will, as of such date, exceed ( i ) the value of all as of such date, as such quoted terms are generally determined in accordance with applic able federal laws governing determinations of the insolvency of debtors, and ( ii ) the amount that will be required to pay the probable liabilities of such Person on its existing debts ( including contingent liabilities ) as such d ebts become absolute and matured, ( b ) such Person will not have, 29 [ * * * * * ] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUAN T TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19 34, AS AMENDED