As of the Closing Date, immediately after the consummation of the Transactions to occur on the Closing Date and the incurrence of Indebtedness and obligations on the Closing Date in connection with this Agreement and the Transactions, (i) the sum of the debt (including contingent liabilities) of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, does not exceed the fair value of the assets of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis; (ii) the present fair saleable value of the assets of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liabilities (including contingent liabilities) of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, on their debts as they become absolute and matured; (iii) the capital of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, is not unreasonably small in relation to the business of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, contemplated as of the Closing Date; and (iv) the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business.  For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.