Both before and after giving effect to the sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement, the Seller is solvent and the transfer of the 2018-A Exchange Note pursuant hereto is not being made with the intent to hinder, delay or defraud the creditors of the Seller or any affiliate thereof.  The Seller is receiving from the Purchaser reasonably equivalent value in exchange for the transfer of 2018-A Exchange Note.