Common use of Solvency; Fraudulent Conveyance Clause in Contracts

Solvency; Fraudulent Conveyance. The Servicer, AmeriCredit, the Custodian, the Sellers and the Debtor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, none of the Servicer, AmeriCredit, the Custodian, the Sellers or the Debtor will be left with an unreasonably small amount of capital with which to engage in its business, nor does the Servicer, AmeriCredit, the Custodian, the Sellers or the Debtor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. None of the Servicer, AmeriCredit, the Custodian, the Sellers or the Debtor contemplates 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 Servicer, AmeriCredit, the Custodian, the Sellers or the Debtor or any of their assets. The amount of consideration being received by the Debtor upon the sale of the Note to the Purchaser constitutes reasonably equivalent value and fair consideration for the interest in the Receivables securing the Note. The Sellers are not transferring the Receivables to the Debtor, the Debtor is not pledging the Receivables to the Secured Parties and the Debtor is not selling the Note to the Purchaser, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s, AmeriCredit’s, the Custodian’s or the Debtor’s creditors.

Solvency; Fraudulent Conveyance. The Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator and the Debtor Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, none of the Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does the Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. None of the Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor contemplates 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 Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor or any of their assets. The amount of consideration being received by the Debtor Seller upon the sale of the Note Securities to the Purchaser Underwriters constitutes reasonably equivalent value and fair consideration for the interest in the Receivables securing Student Loans evidenced by the NoteSecurities. The Sellers are Seller is not transferring the Receivables Student Loans to the DebtorIssuer, the Debtor is not pledging the Receivables to the Secured Parties and the Debtor Issuer is not selling the Note Securities to the Purchaserany Underwriters, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s, AmeriCredit’s, the Custodian’s or the DebtorIssuer’s creditors.

Solvency; Fraudulent Conveyance. The Seller, the Sponsor, the Servicer, AmeriCredit, the Custodian, the Sellers Subservicer and the Debtor Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, none of the Seller, the Sponsor, the Servicer, AmeriCredit, the Custodian, Subservicer and the Sellers or the Debtor Depositor will not be left with an unreasonably small amount of capital with which to engage in its business. None of the Seller, nor does the Sponsor, the Servicer, AmeriCredit, the Custodian, the Sellers Subservicer or the Debtor intend Depositor intends to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. None of the Seller, the Sponsor, the Servicer, AmeriCredit, the Custodian, Subservicer and the Sellers or the Debtor Depositor contemplates 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, the Sponsor, the Servicer, AmeriCredit, the Custodian, the Sellers Subservicer or the Debtor Depositor or any of their assets. The amount of consideration being received by the Debtor Seller and the Depositor upon the sale of the Note to the Purchaser Notes constitutes reasonably equivalent value and fair consideration for the interest in the Receivables securing the NoteContracts. The Sellers are Seller did not transferring transfer the Receivables Contracts to the Debtor, the Debtor is not pledging the Receivables to the Secured Parties and the Debtor is not selling the Note to the Purchaser, as provided in the Transaction Documents, Depositor with any intent to hinder, delay or defraud any of the Seller’s's creditors. The Depositor did not transfer the Contracts to the Trust with any intent to hinder, AmeriCredit’s, delay or defraud any of the Custodian’s or the Debtor’s Depositor's creditors.

Solvency; Fraudulent Conveyance. The Servicer, AmeriCredit, the Custodian, Each of the Sellers and APW Ltd. is ------------------------------- and immediately after the Debtor are Closing will be considered solvent and under each entity's applicable corporate law of the appropriate place of incorporation. Furthermore, the completion of the transactions contemplated in this Agreement, will not be rendered insolvent by constitute a fraudulent conveyance under any applicable law. Sellers represent that, in light of the Transaction andterms of this Agreement and the Ancillary Agreements and the circumstances involved in the negotiation, execution, and delivery of this transaction, Sellers are receiving reasonably equivalent value for the Purchased Assets and the Assumed Liabilities and for any obligations Sellers are incurring in connection with this transaction. Sellers further represent that, as of the Closing Date and after giving effect to thereto, (a) the Transaction, none transfer of the ServicerPurchased Assets, AmeriCreditand any obligations which Sellers are incurring to Buyers in connection therewith, are not made with the Custodianintent to hinder, delay, or defraud any entity to which Sellers were or will become, on or after the Closing Date, indebted, (b) Sellers were not engaged in a business or the Debtor will be left with an unreasonably small amount of capital with which a transaction, or about to engage in its businessa business or transaction, nor does the Servicer, AmeriCredit, the Custodian, for which any property remaining with the Sellers or the Debtor was an unreasonably amount of small capital, and (c) Sellers did not intend to incur, or believe that it has incurredwould incur, debts that would be beyond its ability to pay as they maturesuch debts matured. None of the ServicerSellers have consulted with their own financial advisers, AmeriCreditincluding, the Custodianwithout limitation, the Sellers or the Debtor contemplates the commencement of insolvencyHoulihan Lokey Howard & Zukin Capital, bankruptcywhich are not officers, liquidation or consolidation proceedings or the appointment of a receiveremployxxx, liquidatorxx Axxxxxxxxx xx Sexxxxx, conservatorin entering into this transaction, trustee or similar official in respect of the Servicer, AmeriCredit, the Custodian, the Sellers or the Debtor or any of their assets. The amount of consideration being received by the Debtor upon the sale of the Note to the Purchaser constitutes reasonably equivalent value and fair consideration for the interest in the Receivables securing the Note. The Sellers are not transferring relying on any financial, legal or other advice of Buyers in making Sellers' determination to enter into the Receivables to transaction. Sellers acknowledge that Buyers are not Affiliates of Sellers and that the Debtor, the Debtor is not pledging the Receivables to the Secured Parties Agreement and the Debtor is not selling Ancillary Agreements have been negotiated on an arms-length basis among the Note to the Purchaser, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s, AmeriCredit’s, the Custodian’s or the Debtor’s creditorsparties.

Solvency; Fraudulent Conveyance. The Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator and the Debtor Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, none of the Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does the Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. None of the Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor contemplates 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 Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor or any of their assets. The amount of consideration being received by the Debtor Seller upon the sale of the Note Securities to the Purchaser Underwriters constitutes reasonably equivalent value and fair consideration for the interest in the Receivables securing Student Loans evidenced by the NoteSecurities. The Sellers are Seller is not transferring the Receivables Student Loans to the DebtorIssuer, the Debtor is not pledging the Receivables to the Secured Parties and the Debtor Issuer is not selling the Note Securities to the Purchaserany Underwriters, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s, AmeriCredit’s, the Custodian’s 's or the Debtor’s Issuer's creditors.

Solvency; Fraudulent Conveyance. The Servicer, AmeriCredit, the Custodian, the Sellers and the Debtor are solvent Neither Seller is now Insolvent and will not be rendered insolvent Insolvent by the Transaction and, after giving effect to the Transaction, none of the Servicernor has either Seller received any claim or allegation from any Person that either Seller is insolvent. Neither Seller is engaged in business or a transaction, AmeriCredit, the Custodian, the Sellers or the Debtor will be left with an unreasonably small amount of capital with which is about to engage in its businessbusiness or a transaction, nor does the Servicerfor which any property remaining with such Seller is an Unreasonably Small Capital. For purposes of this Section 3.25, AmeriCredit“Unreasonably Small Capital” shall mean capital with an inability to generate sufficient revenues or other funds to sustain operations. To Sellers’ Knowledge, the Custodian, the Sellers or the Debtor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. None of the Servicer, AmeriCredit, the Custodian, the Sellers or the Debtor contemplates 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 Servicer, AmeriCredit, the Custodian, the Sellers or the Debtor or any of their assets. The amount of consideration being received paid by the Debtor upon the sale of the Note to the Purchaser Buyer hereunder constitutes reasonably equivalent value and fair consideration for the interest in the Receivables securing the NoteTransferred Assets, as those terms are used under any fraudulent conveyance Laws or Laws of similar application, both with respect to either Seller individually and with respect to Sellers considered as a whole. The Sellers are not transferring proportion of the Receivables Purchase Price received or to be received by each Seller is in proportion to the Debtor, value of the Debtor is not pledging the Receivables Transferred Assets owned and Assumed Liabilities owed by each such Seller relative to the Secured Parties value of the Transferred Assets owned and the Debtor Assumed Liabilities owed by all Sellers. This Agreement is not selling an arm’s length sale transaction. No Seller is entering into this Agreement with the Note to the Purchaser, as provided in the Transaction Documents, with any intent to hinder, defraud or delay any of its creditors and the consummation of the transactions contemplated by this Agreement will not have any such effect. The transactions contemplated by this Agreement will not constitute a fraudulent transfer or defraud fraudulent conveyance or any act with similar consequences or potential consequences under any applicable fraudulent conveyance Laws, or otherwise give rise to any right of any creditor of either Seller whatsoever to lodge any claim against any of the Seller’sTransferred Assets in the hands of Buyer or any of its Affiliates, AmeriCredit’sor any other Person, after the Custodian’s Closing, to avoid the Transaction or to lodge any claim against Buyer or any of its officers, directors, employees or other Affiliates. Each Seller will use the Debtor’s creditorsproceeds received by such Seller to fund its own operations and to pay its own valid obligations, and not to fund the operations or to pay the obligations of any other Person. No Seller has any current plans to file or prosecute a petition for relief under any applicable bankruptcy or similar Laws.

Solvency; Fraudulent Conveyance. The Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator and the Debtor Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, none of the Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does the Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. None of the Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor contemplates 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 Issuer, the Master Servicer, AmeriCreditthe Seller, the Custodian, the Sellers Administrator or the Debtor Depositor or any of their assets. The amount of consideration being received by the Debtor Seller upon the sale of the Note Securities to the Purchaser Underwriters constitutes reasonably equivalent value and fair consideration for the interest in the Receivables securing Student Loans evidenced by the NoteSecurities. The Sellers Seller are not transferring the Receivables Student Loans to the DebtorIssuer, the Debtor is not pledging the Receivables to the Secured Parties and the Debtor Issuer is not selling the Note Securities to the Purchaserany Underwriters, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s, AmeriCredit’s, the Custodian’s 's or the Debtor’s Issuer's creditors.

Solvency; Fraudulent Conveyance. The Servicer, AmeriCreditAdministrator, the CustodianDepositor, the Sellers Issuer, the Master Servicer and the Debtor Seller are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, none of the Servicer, AmeriCreditAdministrator, the CustodianDepositor, the Sellers Issuer, the Master Servicer or the Debtor Seller will be left with an unreasonably small amount of capital with which to engage in its business, nor does the Servicer, AmeriCreditAdministrator, the CustodianDepositor, the Sellers Issuer, the Master Servicer or the Debtor Seller intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. None of the Servicer, AmeriCreditAdministrator, the CustodianDepositor, the Sellers Issuer, the Master Servicer or the Debtor Seller contemplates 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 Servicer, AmeriCreditAdministrator, the CustodianDepositor, the Sellers Issuer, the Master Servicer or the Debtor Seller or any of their assets. The amount of consideration being received by the Debtor Seller upon the sale of the Note Securities to the Purchaser Underwriters constitutes reasonably equivalent value and fair consideration for the interest in the Receivables securing Student Loans evidenced by the NoteSecurities. The Sellers are Seller is not transferring the Receivables Student Loans to the DebtorIssuer, the Debtor is not pledging the Receivables to the Secured Parties and the Debtor Issuer is not selling the Note Securities to the Purchaserany Underwriters, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s, AmeriCredit’s, the Custodian’s Issuer's or the Debtor’s Seller's creditors.

Solvency; Fraudulent Conveyance. The Servicer, AmeriCreditthe Seller, the CustodianOriginator, the Sellers Guarantor, the Special Member and the Debtor Issuer are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, none of the Servicer, AmeriCreditthe Seller, the CustodianOriginator, the Sellers Guarantor, the Special Member or the Debtor Issuer will be left with an unreasonably small amount of capital with which to engage in its business, nor does the Servicer, AmeriCreditthe Seller, the CustodianOriginator, the Sellers Guarantor, the Special Member or the Debtor Issuer intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. None of the Servicer, AmeriCreditthe Seller, the CustodianOriginator, the Sellers Guarantor, the Special Member or the Debtor Issuer contemplates 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 Servicer, AmeriCreditthe Seller, the CustodianOriginator, the Sellers Guarantor, the Special Member or the Debtor Issuer or any of their assets. The amount of consideration being received by the Debtor Issuer upon the sale of the Note Securities to the Purchaser Underwriter constitutes reasonably equivalent value and fair consideration for the interest in the Receivables securing Auto Loans evidenced by the NoteSecurities. The Sellers are Originator is not transferring the Receivables Auto Loans to the DebtorSeller, the Debtor Seller is not transferring the Auto Loans to the Depositor, the Depositor is not transferring the Auto Loans to the Issuer, the Issuer is not pledging the Receivables Collateral to the Secured Parties Indenture Trustee and the Debtor Issuer is not selling the Note Securities to the PurchaserUnderwriter, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s, AmeriCredit’s's, the Custodian’s Seller's, the Originator's or the Debtor’s Issuer's creditors.