No step has been taken or is currently intended by any Obligor or, to the knowledge of the Obligors, any other Person for the winding-up, liquidation, dissolution or administration or for the appointment of a receiver or administrator of any Obligor for all or any of the Obligors’ properties or assets. Immediately after the issuance and sale of the Notes and the Royalty Rights and the consummation of the other transactions contemplated by the Transaction Documents on the applicable Closing Date, the Obligors taken as a whole will not be rendered insolvent within the meaning of 11 U.S.C. 101(32) or any other applicable insolvency Laws or, taken as a whole, be unable to realize upon their property and pay their debts as they mature.