definiens: means, with respect to any Person, as of any time of determination, that, as of such date, ( a ) the fair value ofthe assets of such Person and its Subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent or otherwise, ( b ) the present fair saleable value of the property of such Person and its Subsidiaries, on aconsolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, oftheir debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute andmatured, ( c ) such Person and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured and ( d ) such Person and its Subsidiaries, on aconsolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably smallcapital . For purposes hereof, the amount of any contingent liability at any time of determination shall be computed as theamount that would reasonably be expected to become an actual and matured liability