None of Sellers, Guarantor or any other direct or indirect Subsidiary of Guarantor is or has ever been the subject of an Insolvency Proceeding. Each Seller, Guarantor and all of its other direct or indirect Subsidiaries is Solvent and the Transactions do not and will not render any Seller, Guarantor or any other direct or indirect Subsidiary of Guarantor not Solvent. No Seller is entering into the Repurchase Documents or any Transaction with the intent to hinder, delay or defraud any creditor of any Seller, Guarantor or any other direct or indirect Subsidiary of Guarantor. Each Seller has received or will receive reasonably equivalent value for the Repurchase Documents and each Transaction. Each Seller has adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. Each Seller is generally able to pay, and as of each Purchase Date is paying, its debts as they come due.