After giving effect to the transactions contemplated hereby, at the time of each making of a Loan, and of each issuance, amendment, renewal or extension of any Letter of Credit, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Borrower individually, and the Credit Parties, taken as a whole, will exceed the aggregate Debt of the Credit Parties on a consolidated basis, as the Debt becomes absolute and matures, (b) each of the Borrower individually and the Credit Parties taken as a whole will not have incurred or intended to incur, and will not believe that they will incur, Debt beyond their ability to pay such Debt (after taking into account the timing and amounts of cash to be received by each of the Borrower, individually, and the Credit Parties, taken as a whole, and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) each of the Borrower individually and the Credit Parties taken as a whole will not have (and will have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business.