After giving effect to (i) the Loans to be made (or, if applicable, Letters of Credit to be issued) on the Effective Date or each such other date as Loans requested hereunder are made (or Letters of Credit are issued), (ii) the other transactions contemplated by this Agreement and the other Loan Documents, (iii) the Spin-Off Transaction (including any and all dividends or distributions made in connection therewith), and (iv) the payment and accrual of all transaction costs with respect to the foregoing, the Company is, and the Company and its Subsidiaries taken as a whole are, Solvent.