Immediately after the consummation of the transactions contemplated by the Agreement, the fair value and present fair saleable value of the assets of each of the Issuers and the Guarantors will exceed the sum of its stated liabilities and identified contingent liabilities. Each of the Issuers and the Guarantors is not now nor, after giving effect to the issuance of the Securities and the execution and delivery of this Agreement and the Registration Rights Agreement and the performance of this Agreement, the Registration Rights Agreement and the Indenture and the consummation of the transactions contemplated thereby or described in the Offering Memorandum, will be (i) insolvent, (ii) left with unreasonably small capital with which to engage in its anticipated business or (iii) incurring debts or other obligations beyond its ability to pay such debts or obligations as they become due.