Common use of Solvency; Fraudulent Conveyance Clause in Contracts

Solvency; Fraudulent Conveyance. The Seller is solvent and will not be rendered insolvent by the Transaction and, after giving effect to such Transaction, the Seller will not be left with an unreasonably small amount of capital with which to engage in its business. The Seller does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. The Seller does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or any of its assets. The amount of consideration being received by the Seller upon the sale of the Initial Receivables and related Other Trust Property and contemplated to be received upon the Sale of the Subsequent Receivables and related Other Trust Property constitutes reasonably equivalent value and fair consideration for interest in such Receivables and such Other Trust Property. The Seller is not transferring the Other Trust Property to the Trust, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller's creditors.

Solvency; Fraudulent Conveyance. The Seller is solvent and will not be rendered insolvent by the Transaction and, after giving effect to such Transaction, the Seller will not be left with an unreasonably small amount of capital with which to engage in its business. The Seller does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. The Seller does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or any of its assets. The amount of consideration being received by the Seller upon the sale of the Initial Receivables and related Other Trust Property and contemplated to be received upon the Sale of the Subsequent Receivables and related Other Trust Property constitutes reasonably equivalent value and fair consideration for interest in such Receivables and such Other Trust Property. The Seller is not transferring the Other Trust Property to the Trust, or selling the Certificates, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller's creditors.