Both before and after giving effect to (a) the Loans made on or prior to the date this representation and warranty is made or remade; (b) the disbursement of the proceeds of such Loans to Borrower or as directed by the Borrower; and (c) payment and accrual of all transaction costs in connection with the foregoing, both the Credit Parties taken as a whole and each Credit Party individually are Solvent. This Agreement and the other Loan Documents were executed and delivered to the Agent by each Credit Party in good faith, and the Obligations incurred thereunder and the Liens granted thereunder were incurred and granted in a substantially contemporaneous exchange for fair equivalent value.