Common use of Valid Business Reasons; No Fraudulent Transfers Clause in Contracts

Valid Business Reasons; No Fraudulent Transfers. The Transferor has valid business reasons for assigning the Receivables rather than obtaining a secured loan with the Receivables as collateral. At the time of the assignment: (A) the Transferor absolutely assigned the Receivables to the Purchaser without any intent to hinder, delay, or defraud any current or future creditor of the Transferor; (B) the Transferor was not insolvent or did not become insolvent as a result of the assignment; (C) the Transferor was not engaged and was not about to engage in any business or transaction for which any property remaining with the Transferor was an unreasonably small capital or for which the remaining assets of the Transferor were unreasonably small in relation to the business of the Transferor or the transaction; (D) the Transferor did not intend to incur, and did not believe or reasonably should not have believed that it would incur, debts beyond its ability to pay as they become due; and (E) the consideration paid by the Purchaser to the Transferor for the Receivables absolutely assigned by the Transferor hereunder was equivalent to a fair market value of such Receivables under the circumstances of the transaction, including but not limited to, timing of such assignment.

Valid Business Reasons; No Fraudulent Transfers. The Transferor Seller has valid business reasons for assigning contributing the Receivables rather than obtaining a secured loan with the Receivables as collateral. At the time of the assignment: transfer (A) the Transferor absolutely assigned Seller contributed the Receivables to the Purchaser Owner Trustee without any intent to hinder, delay, or defraud any current or future creditor of the TransferorSeller; (B) the Transferor Seller was not insolvent or did not become insolvent as a result of the assignmenttransfer; (C) the Transferor Seller was not engaged and was not about to engage in any business or transaction for which any property remaining with the Transferor Seller was an unreasonably small capital or for which the remaining assets of the Transferor Seller were unreasonably small in relation to the business of the Transferor Seller or the transaction; (D) the Transferor Seller did not intend to incur, and did not believe or reasonably should not have believed that it would incur, debts beyond its ability to pay as they become due; and (E) the consideration paid by the Purchaser Owner Trustee to the Transferor Seller for the Receivables absolutely assigned transferred by the Transferor Seller hereunder was equivalent to a fair market value of such Receivables under the circumstances of the transaction, including but not limited to, timing of such assignmenttransfer.

Valid Business Reasons; No Fraudulent Transfers. The Transferor Seller has valid business reasons for assigning transferring the Receivables rather than obtaining a secured loan with the Receivables as collateral. At the time of the assignmenteach transfer: (Ai) the Transferor absolutely assigned Seller transferred the Receivables to the Purchaser without any intent to hinder, delay, or defraud any current or future creditor of the TransferorSeller; (Bii) the Transferor Seller was not insolvent or and did not become insolvent as a result of the assignmenttransfer; (Ciii) the Transferor Seller was not engaged and was not about to engage in any business or transaction for which any property remaining with the Transferor Seller was an unreasonably small capital or for which the remaining assets of the Transferor Seller were unreasonably small in relation to the business of the Transferor Seller or the transaction; (Div) the Transferor Seller did not intend to incur, and did not believe or reasonably should not have believed that it would incur, debts beyond its ability to pay as they become due; and (Ev) the consideration paid by the Purchaser to the Transferor Seller for the Receivables absolutely assigned by the Transferor hereunder was equivalent to a the fair market value of such Receivables under the circumstances of the transaction, including but not limited to, timing of such assignmentReceivables.

Valid Business Reasons; No Fraudulent Transfers. The Transferor has valid business reasons for assigning the Receivables rather than obtaining a secured loan with the Receivables as collateral. At the time of the assignment: (A) the Transferor absolutely assigned the Receivables to the Purchaser without any intent to hinder, delay, or defraud any current or future creditor of the Transferor; (B) the Transferor was not insolvent or did not become insolvent as a result of the assignment; (C) the Transferor was not engaged and was not about to engage in any business or transaction for which any property remaining with the Transferor was an unreasonably small capital or for which the remaining assets of the Transferor were unreasonably small in relation to the business of the Transferor or the transaction; (D) the Transferor did not intend to incur, and did not believe or reasonably should not have believed that it would incur, debts beyond its ability to pay as they become due; and (E) the consideration paid by the Purchaser to the Transferor for the Receivables absolutely assigned by the Transferor hereunder was equivalent to a fair market value of such Receivables under the circumstances of the transaction, including but not limited to, timing of such assignment.the

Valid Business Reasons; No Fraudulent Transfers. The Transferor Seller has valid business reasons for assigning contributing the Receivables rather than obtaining a secured loan with the Receivables as collateral. At the time of the assignment: transfer (A) the Transferor absolutely assigned Seller contributed the Receivables to the Purchaser Trust without any intent to hinder, delay, or defraud any current or future creditor of the TransferorSeller; (B) the Transferor Seller was not insolvent or did not become insolvent as a result of the assignmenttransfer; (C) the Transferor Seller was not engaged and was not about to engage in any business or transaction for which any property remaining with the Transferor Seller was an unreasonably small capital or for which the remaining assets of the Transferor Seller were unreasonably small in relation to the business of the Transferor Seller or the transaction; (D) the Transferor Seller did not intend to incur, and did not believe or reasonably should not have believed that it would incur, debts beyond its ability to pay as they become due; and (E) the consideration paid by the Purchaser Trust to the Transferor Seller for the Receivables absolutely assigned transferred by the Transferor Seller hereunder was equivalent to a fair market value of such Receivables under the circumstances of the transaction, including but not limited to, timing of such assignmenttransfer.