Common use of Solvency; Fraudulent Conveyance Clause in Contracts

Solvency; Fraudulent Conveyance. The Issuer, the Master Servicer, the Seller, the Administrator and the 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, the Seller, the Administrator or the 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, the Seller, the Administrator or the 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, the Seller, the Administrator or the 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, the Seller, the Administrator or the Depositor or any of their assets. The amount of consideration being received by the Seller upon the sale of the Securities to the Underwriters constitutes reasonably equivalent value and fair consideration for the interest in the Student Loans evidenced by the Securities. The Seller is not transferring the Student Loans to the Issuer, and the Issuer is not selling the Securities to any Underwriters, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s or the Issuer’s creditors.

Solvency; Fraudulent Conveyance. The IssuerSeller, the Master Sponsor, the Servicer, the Seller, the Administrator Subservicer and the 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, the Seller, the Administrator or Sponsor, the Servicer, the Subservicer and the Depositor will not be left with an unreasonably small amount of capital with which to engage in its business, nor does the Issuer, the Master Servicer, . None of the Seller, the Administrator Sponsor, the Servicer, the Subservicer or the Depositor intend intends to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. None of the IssuerSeller, the Master Sponsor, the Servicer, the Seller, the Administrator or Subservicer and the 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 IssuerSeller, the Master Sponsor, the Servicer, the Seller, the Administrator Subservicer or the Depositor or any of their assets. The amount of consideration being received by the Seller and the Depositor upon the sale of the Securities to the Underwriters Notes constitutes reasonably equivalent value and fair consideration for the interest in the Student Loans evidenced by the SecuritiesContracts. The Seller is did not transferring transfer the Student Loans Contracts to the Issuer, and the Issuer is not selling the Securities to any Underwriters, 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, delay or defraud any of the Issuer’s Depositor's creditors.

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

Solvency; Fraudulent Conveyance. The Issuer, the Master Servicer, the Seller, the Administrator and the 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, the Seller, the Administrator or the 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, the Seller, the Administrator or the 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, the Seller, the Administrator or the 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, the Seller, the Administrator or the Depositor or any of their assets. The amount of consideration being received by the Seller upon the sale of the Securities to the Underwriters constitutes reasonably equivalent value and fair consideration for the interest in the Student Loans evidenced by the Securities. The Seller is are not transferring the Student Loans to the Issuer, and the Issuer is not selling the Securities to any Underwriters, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s 's or the Issuer’s 's creditors.

Solvency; Fraudulent Conveyance. The Issuer, the Master Servicer, the Seller, the Administrator and the Depositor 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 Issuernor 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, the Master Servicer, the Seller, the Administrator or the Depositor 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 Issuerfor which any property remaining with such Seller is an Unreasonably Small Capital. For purposes of this Section 3.25, “Unreasonably Small Capital” shall mean capital with an inability to generate sufficient revenues or other funds to sustain operations. To Sellers’ Knowledge, the Master Servicer, the Seller, the Administrator or the 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, the Seller, the Administrator or the 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, the Seller, the Administrator or the Depositor or any of their assets. The amount of consideration being received paid by the Seller upon the sale of the Securities to the Underwriters Buyer hereunder constitutes reasonably equivalent value and fair consideration for the interest in the Student Loans evidenced by the SecuritiesTransferred 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 proportion of the Purchase Price received or to be received by each Seller is not transferring the Student Loans in proportion to the Issuer, value of the Transferred Assets owned and Assumed Liabilities owed by each such Seller relative to the value of the Transferred Assets owned and the Issuer 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 Securities to any Underwriters, 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’s Transferred Assets in the hands of Buyer or any of its Affiliates, or any other Person, after the Issuer’s creditorsClosing, 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 proceeds 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 Administrator, the Depositor, the Issuer, the Master Servicer, the Seller, the Administrator Servicer and the Depositor Seller are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, none of the Administrator, the Depositor, the Issuer, the Master Servicer, the Seller, the Administrator Servicer or the Depositor Seller will be left with an unreasonably small amount of capital with which to engage in its business, nor does the Administrator, the Depositor, the Issuer, the Master Servicer, the Seller, the Administrator Servicer or the Depositor Seller intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. None of the Administrator, the Depositor, the Issuer, the Master Servicer, the Seller, the Administrator Servicer or the Depositor 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 Administrator, the Depositor, the Issuer, the Master Servicer, the Seller, the Administrator Servicer or the Depositor Seller or any of their assets. The amount of consideration being received by the Seller upon the sale of the Securities to the Underwriters constitutes reasonably equivalent value and fair consideration for the interest in the Student Loans evidenced by the Securities. The Seller is not transferring the Student Loans to the Issuer, and the Issuer is not selling the Securities to any Underwriters, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s Issuer's or the Issuer’s Seller's creditors.

Solvency; Fraudulent Conveyance. The Issuer, the Master Servicer, the Seller, the Administrator and the 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, the Seller, the Administrator or the 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, the Seller, the Administrator or the 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, the Seller, the Administrator or the 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, the Seller, the Administrator or the Depositor or any of their assets. The amount of consideration being received by the Seller upon the sale of the Securities to the Underwriters constitutes reasonably equivalent value and fair consideration for the interest in the Student Loans evidenced by the Securities. The Seller is not transferring the Student Loans to the Issuer, and the Issuer is not selling the Securities to any Underwriters, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s 's or the Issuer’s 's creditors.

Solvency; Fraudulent Conveyance. The Issuer, the Master Servicer, the Seller, the Administrator Originator, the Guarantor, the Special Member and the Depositor Issuer 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, the Seller, the Administrator Originator, the Guarantor, the Special Member or the Depositor Issuer will be left with an unreasonably small amount of capital with which to engage in its business, nor does the Issuer, the Master Servicer, the Seller, the Administrator Originator, the Guarantor, the Special Member or the Depositor Issuer 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, the Seller, the Administrator Originator, the Guarantor, the Special Member or the Depositor 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 Issuer, the Master Servicer, the Seller, the Administrator Originator, the Guarantor, the Special Member or the Depositor Issuer or any of their assets. The amount of consideration being received by the Seller Issuer upon the sale of the Securities to the Underwriters Underwriter constitutes reasonably equivalent value and fair consideration for the interest in the Student Auto Loans evidenced by the Securities. The Originator is not transferring the Auto Loans to the Seller, the Seller is not transferring the Student Auto Loans to the Depositor, the Depositor is not transferring the Auto Loans to the Issuer, the Issuer is not pledging the Collateral to the Indenture Trustee and the Issuer is not selling the Securities to any Underwritersthe Underwriter, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s 's, the Seller's, the Originator's or the Issuer’s 's creditors.

Solvency; Fraudulent Conveyance. The IssuerEach of the Sellers and APW Ltd. is ------------------------------- and immediately after the Closing will be considered solvent under each entity's applicable corporate law of the appropriate place of incorporation. Furthermore, the Master Servicercompletion of the transactions contemplated in this Agreement, will not constitute a fraudulent conveyance under any applicable law. Sellers represent that, in light of the Seller, the Administrator terms of this Agreement and the Depositor Ancillary Agreements and the circumstances involved in the negotiation, execution, and delivery of this transaction, Sellers are solvent receiving reasonably equivalent value for the Purchased Assets and will not be rendered insolvent by the Transaction andAssumed 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 IssuerPurchased Assets, and any obligations which Sellers are incurring to Buyers in connection therewith, are not made with the Master Servicerintent to hinder, delay, or defraud any entity to which Sellers were or will become, on or after the SellerClosing Date, the Administrator indebted, (b) Sellers were not engaged in a business or the Depositor 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 for which any property remaining with the IssuerSellers was an unreasonably amount of small capital, the Master Servicer, the Seller, the Administrator or the Depositor 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 IssuerSellers have consulted with their own financial advisers, the Master Servicerincluding, the Sellerwithout limitation, the Administrator or the Depositor 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, conservator, trustee or similar official in respect of the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor or any of their assets. The amount of consideration being received by the Seller upon the sale of the Securities to the Underwriters constitutes reasonably equivalent value and fair consideration for the interest in the Student Loans evidenced by the Securities. The Seller is not transferring the Student Loans to the Issuerentering into this transaction, and Sellers are not relying on any financial, legal or other advice of Buyers in making Sellers' determination to enter into the Issuer is transaction. Sellers acknowledge that Buyers are not selling Affiliates of Sellers and that the Securities to any Underwriters, as provided in Agreement and the Transaction Documents, with any intent to hinder, delay or defraud any of Ancillary Agreements have been negotiated on an arms-length basis among the Seller’s or the Issuer’s creditorsparties.