After giving effect to the making of the Loan and the other transactions contemplated by this Agreement to occur on the Effective Date, the Loan Parties, on a consolidated basis are, Solvent.  No transfer of property is being made by any Loan Party and no obligation is being 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 such Loan Party.