As of the date hereof and immediately after giving effect to each Transaction, each Seller Party and Servicer is and will be solvent, is able and will be able to pay and is paying its debts as they mature and does not and will not have an unreasonably small amount of capital to engage in the business in which it is engaged and proposes to engage. No Seller Party nor Servicer intends to incur, or believes that it has incurred, debts beyond its ability to pay such debts as they mature. No Seller Party nor Servicer is contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such Seller Party or Servicer or any of its assets. Neither Seller is transferring any Loans with any intent to hinder, delay or defraud any of its creditors.