With respect to any date prior to the Investment Grade Covenants Date, the Borrower and the Subsidiaries are, and after giving effect to any extension of credit on such date will be, Solvent on a consolidated basis. As of the Specified Acquisition Date, after giving effect to the consummation of the Transactions on the Specified Acquisition Date, and after giving effect to the application of the proceeds of the Indebtedness incurred on the Specified Acquisition Date under such Transactions, the Borrower and the Subsidiaries are Solvent on a consolidated basis.