After giving effect to the transactions contemplated hereby (including any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit from time to time), (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 Parent, the Borrower, the Guarantors and the DevCos, taken as a whole, will exceed the aggregate Debt of the Parent, the Borrower, the Guarantors and the DevCos on a consolidated basis, as the Debt becomes absolute and matures, (b) each of the Parent, the Borrower, the Guarantors and the DevCos will not have incurred or intended to incur, and will not believe that it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash to be received by each such Person 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 Parent, the Borrower, the Guarantors and the DevCos will not have (and will have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business.