(a) (i) The fair value of the assets of Holdings , the Borrower and the its subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of Holdings , the Borrower and the its subsidiaries on a consolidated basis , respectively ; (ii) the present fair saleable value of the property of Holdings , the Borrower and the its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of Holdings , the Borrower and the its subsidiaries on a consolidated basis , respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Holdings , the Borrower and the its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Holdings , the Borrower and the its subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted.