On and as of the Third Amendment Effective Date, after giving effect to this Agreement and to all Indebtedness (including the Loans) being incurred, and to be incurred (and the use of proceeds thereof), and Liens created, and to be created, by the Borrower and its Subsidiaries in connection with the transactions contemplated hereby, the Borrower and each of its Material Subsidiaries are Solvent.  On and as of each of the Eleventh Amendment Effective Date and the Eleventh Amendment Release Date, after giving effect to this Agreement (as amended by the Eleventh Amendment) and the Transactions, the Borrower and each of its Material Subsidiaries are Solvent.