Each Seller Party is solvent and will not be rendered insolvent by any Transaction and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. No Seller Party intends to incur, and does not believe that it has incurred, debts beyond its ability to pay such debts as they mature and is not 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 entity or any of its assets. The amount of consideration being received by Sellers upon the sale of the Purchased Assets to Administrative Agent for the benefit of Buyers constitutes reasonably equivalent value and fair consideration for such Purchased Assets. Sellers are not transferring any Purchased Assets with any intent to hinder, delay or defraud any of their respective creditors. Each transfer of Contributed REO Property to a REO Subsidiary constitutes reasonably equivalent value and fair consideration for such Contributed REO Property. Each transfer of Contributed Mortgage Loans and Contributed REO Property to a Trust Subsidiary constitutes reasonably equivalent value and fair consideration for such Contributed Mortgage Loan. Each transfer of Contributed Rental Property to the SFR Subsidiary constitutes reasonably equivalent value and fair consideration for such Contributed Rental Property.