The U.S. Loan Parties, individually and on a Consolidated basis, are Solvent after giving effect to (a) the execution, delivery and performance by each U.S. Loan Party of the U.S. Loan Documents to which it is a party, the borrowing of Loans hereunder, the use of the proceeds hereof in accordance with the terms hereof, and the issuance of Letters of Credit hereunder; and (b) the payment of the Transaction Costs.