As of the date hereof and immediately after giving effect to each Transaction under the Repurchase Agreement, the fair value of the assets of Guarantor is greater than the fair value of Guarantor’s liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on Guarantor’s financial statements in accordance with GAAP), and Guarantor is not insolvent (as defined in 11 U.S.C. § 101(32)), is able to pay its debts as they mature and does not have an unreasonably small capital to engage in the business in which it is engaged and proposes to engage.  Guarantor does not intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature.  Guarantor is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Guarantor or any of its assets.