As of the JV Closing Date, after giving effect to the Transactions and the incurrence by GPI of the indebtedness pursuant hereto, (a) the fair value of the property of GPI and its subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of GPI and its subsidiaries, on a consolidated basis, (b) the present fair salable value of the assets of GPI and its subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liability of GPI and its subsidiaries, on a consolidated basis, on its debts as they become absolute and matured, (c) GPI and its subsidiaries, on a consolidated basis, does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature, and (d) GPI and its subsidiaries, on a consolidated basis, is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which the property of GPI and its subsidiaries, on a consolidated basis, would constitute an unreasonably small amount of capital.