Immediately after giving effect to the transactions contemplated hereby Seller will be solvent and will: (a) be able to pay its debts as they become due; (b) own assets that have a fair market value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) have adequate capital to carry on its business as contemplated by this Agreement or any Collateral Agreement. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Seller.