As of the Effective Date, before and after giving effect to the transactions contemplated by the Loan Documents, (i) the fair saleable value of the assets of each Obligated Party on a going concern basis will be in excess of the total amount of its liabilities (including for purposes of this definition all liabilities, whether or not reflected on a balance sheet prepared in accordance with GAAP, and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed); (ii) each Obligated Party will be able to pay its debts and obligations as they mature in the ordinary course of its business as proposed to be conducted and each Obligated Party will be able to make all scheduled payments on its Debt; (iii) no Obligated Party will have unreasonably small capital to carry out its business as proposed to be conducted; and (iv) no Obligated Party has taken any actions with respect to the transactions contemplated by the Loan Documents with actual intent to hinder, delay or defraud either present or future creditors.