On the Restatement Effective Date, before and after giving effect to each Loan or Letter of Credit on the Restatement Effective Date and the other transactions to occur on the Restatement Effective Date, the Loan Parties, on a consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.