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394 B.R. 721 Page 15394 B.R. 721, 50 Bankr.Ct.Dec. 192(Cite as: 394 B.R. 721)FN16. The citation to page numbers in the JPMCReport refers to the Bates-stamped page numbers.Each page is stamped with a consecutive,five digit number that begins with "0." The initial"0" has been omitted from the citation.FN17. There is a near complete overlap betweenthe MFS affiliates referred to in the JPMC Report,(see JPMC Report at 1644, 1669), and theFortgang Affiliates listed on Exhibit A to theAmended Complaint.As noted, the affiliate receivables were ignored for thepurpose of computing the borrowing base. The JPMCReport showed that MFS still had $159,320,457 in eligiblereceivables, $152 million in bank debt, and over$7,320,457 in excess availability. (Id. at 1628.) Furthermore,this did not take into account MFS' total inventoryof $203,483,000. (Id.) In short, the JPMC Report revealedan entity with plenty of unencumbered liquid assets.Consequently, the JPMC Report did not provide theminimal factual basis to support a plausible argument thatthe Pre-Petition Banks and SPM knew or should haveknown of the Fortgangs' alleged scheme to make constructivefraudulent transfers to the Fortgang Affiliates.First, the Amended Complaint alleges, partly on informationand belief, that the Pre-Petition *738 Banks receivedthe report, ( 43), but does not allege that SPM ever sawit.[17] Second, it does not support the conclusory statementthat the Pre-Petition Banks knew that MFS did not "own"the Fortgang Affiliates. To the contrary, the JPMC Reportreferred to them as "affiliates," suggesting the oppositeconclusion. Furthermore, transfers to third parties, particularlyaffiliates, are supported by fair considerationwhen the debtor benefits indirectly. Indirect benefits mayinclude synergy, increased access to capital, safeguardinga source of supply and protecting customer relationships.Leibowitz v. Parkway Bank Trust Co. (In re ImageWorldwide, Ltd.), 139 F.3d 574, 578-79 (7th Cir.1998);Nirvana Rest., 337 B.R. at 502.The JPMC Report indicated, in this regard, that MFS andthe affiliates made intercompany transfers in furtheranceof their respective businesses, and depended on each otherto conduct their respective businesses. MFS depended onthe Fortgang Affiliates to provide most of its inventory,and relied on their credit to obtain it--MFS owed far moreto the Fortgang Affiliates than they owed to MFS. If anything,the JPMC Report implied that MFS used the Pre-Petition Bank loans to fund legitimate business transactionswith the Fortgang Affiliates. Although the JPMCReport also showed net loans to affiliates aggregatingover $30 million, the purchase and sale transactions, andthe corresponding accounts payable and receivable,dwarfed the amount of the loans. Under the circumstances,knowledge that affiliated entities engaged in thesame business and bought and sold each other's productsundercuts an inference of knowledge, actual or constructive,that the transfers between them were part of afraudulent scheme.Third, the JPMC Report does not support the allegationthat the Pre-Petition Banks knew or should have knownthat MFS' financial condition was deteriorating, or moreto the point, that the transfers to the Fortgang Affiliatesrendered MFS insolvent or unable to continue in business.MFS had substantial liquid assets, in the form of receivablesand inventory, which exceeded its bank debt by asignificant margin. MFS continued to operate for anotherfour years before filing a chapter 11 petition. Most significantly,the Pre-Petition Banks continued to make unsecuredloans to MFS for approximately two years afterthey allegedly saw the JPMC Report. [FN18] Their lendingactivities were inconsistent with the actual or constructiveknowledge that the Fortgangs were siphoningMFS' assets and transferring them to the Fortgang Affili-for no consideration, and rendering the debtors insol-atesvent or unable to continue in business in the process.FN18. The Amended Complaint alleges that thePre-Petition Banks secured their loans in October2004. While this may support an inference thatthey perceived an increased risk of collection, itdoes not support an inference that they knew orshould have known that MFS was insolvent oron the verge of becoming insolvent--the Pre-Petition Banks continued to make loans. Furthermore,the Amended Complaint does not provideany facts relating to MFS' financial conditionin October 2004, or the Pre-Petition Banks'knowledge of that condition.Apparently sensing some skepticism on the reader's partthat the Pre-Petition Banks would knowingly making uncollectibleloans, the Amended Complaint offered a varietyof reasons why the Pre-Petition Banks made the loansanyway. According to 45, they did so out of a "desire tobe recognized as the premier lenders to the internationaljewelry and diamond industry," "*739 their belief that it© 2009 Thomson Reuters. No Claim to Orig. US Gov. Works.