The Facility Documents and each Transaction is not entered into in contemplation of insolvency or with intent to hinder, delay or defraud any of the Sellers’ creditors. No Seller is insolvent within the meaning of 11 U.S.C. Section 101(32) and the entering into of a Transaction pursuant hereto (i) will not cause a Seller to become insolvent, (ii) will not result in any property remaining with a Seller to be unreasonably small capital, and (iii) will not result in debts that would be beyond a Seller’s ability to pay as same mature.  Each Seller has received reasonably equivalent value in exchange for the transfer of the Purchased Assets.