After giving effect to the transactions contemplated under this Agreement (including, without limitation, the acquisition of Pioneer Surgical Technologies), Borrower and its Subsidiaries, taken as a whole, are solvent, are able to pay its debts as they become due, and have capital sufficient to carry on its business and all businesses in which it is about to engage, and now owns Property having a value both at fair valuation and at present fair saleble value greater than the amount required to pay Borrower’s debts. Borrower will not be rendered insolvent by the execution and delivery of this Agreement or any of the other Loan Documents executed in connection with this Agreement or by the transactions contemplated hereunder or thereunder.