Common use of No Fraudulent Transfer Clause in Contracts

No Fraudulent Transfer. Neither Borrower nor Leasehold Pledgor (i) has entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s and Leasehold Pledgor’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets is, and immediately following the making of the Loan, will be, greater than Borrower’s and Leasehold Pledgor’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s and Leasehold Pledgor’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Leasehold Pledgor intends to, and believes that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Leasehold Pledgor and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold Pledgor). No petition in bankruptcy has been filed against any Loan Party or any Guarantor, and no Loan Party nor any Guarantor has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party nor any Guarantor is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or properties, and neither Borrower nor Leasehold Pledgor has knowledge of any Person contemplating the filing of any such petition against it or any other Loan Party or any Guarantor.

No Fraudulent Transfer. Neither Borrower nor Leasehold Pledgor (i) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) Borrower has received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving Subject to the provisions of, and giving full effect to the right to receive contribution set forth in, Section 10.27, (i) giving effect to the Loan, the fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s and Leasehold Pledgor’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The ; (ii) the fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets is, and immediately following the making of the Loan, will be, greater than Borrower’s and Leasehold Pledgor’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. ; (iii) Borrower’s and Leasehold Pledgor’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither ; and (iv) Borrower nor Leasehold Pledgor intends does not intend to, and believes does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Leasehold Pledgor and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold PledgorBorrower). No petition in bankruptcy has been filed against any Loan Party Borrower or any Guarantorconstituent Person of Borrower, and no Loan Party nor neither Borrower or any Guarantor constituent Person of Borrower has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party nor Neither Borrower or any Guarantor is constituent Persons of Borrower are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its Borrower’s assets or properties, and neither Borrower nor Leasehold Pledgor has knowledge does not have Borrower’s Knowledge of any constituent Person contemplating the filing of any such petition against it or any other Loan Party or any Guarantorsuch constituent Persons.

No Fraudulent Transfer. Neither Borrower nor Leasehold Pledgor Operating Lessee (i) has entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of each of Borrower’s and Leasehold PledgorOperating Lessee’s respective assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s and Leasehold PledgorOperating Lessee’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s and Leasehold Pledgor’s Operating Lessee respective assets is, and immediately following the making of the Loan, will be, greater than Borrower’s and Leasehold PledgorOperating Lessee’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s and Leasehold PledgorOperating Lessee’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Leasehold Pledgor Operating Lessee intends to, and believes that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Leasehold Pledgor Operating Lessee and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold PledgorOperating Lessee). No petition in bankruptcy has been filed against any Loan Party Party, Operating Lessee or any Guarantor, and no Loan Party Party, Operating Lessee, nor any Guarantor has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party Party, Operating Lessee nor any Guarantor is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or properties, and neither Borrower nor Leasehold Pledgor Operating Lessee has knowledge of any Person contemplating the filing of any such petition against it or any other Loan Party Party, Operating Lessee or any Guarantor.

No Fraudulent Transfer. Neither Borrower nor Leasehold Pledgor (i) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s and Leasehold Pledgor’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets is, and immediately following the making of the Loan, will be, greater than Borrower’s and Leasehold Pledgor’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s and Leasehold Pledgor’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Leasehold Pledgor intends does not intend to, and believes does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Leasehold Pledgor and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold PledgorBorrower). No petition in bankruptcy has been filed against any Loan Party Borrower or Mortgage Borrower or any Guarantorconstituent Person of Borrower or Mortgage Borrower, and no Loan Party neither Borrower, Mortgage Borrower nor any Guarantor constituent Person of Borrower or Mortgage Borrower has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party Neither Borrower, Mortgage Borrower nor any Guarantor is of its constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its Borrower’s or Mortgage Borrower’s assets or properties, and neither Borrower nor Leasehold Pledgor has knowledge does not have Borrower’s Knowledge of any constituent Person contemplating the filing of any such petition against it it, Mortgage Borrower or any other Loan Party or any Guarantorsuch constituent Persons.

No Fraudulent Transfer. Neither Each of Borrower nor Leasehold Pledgor and Operating Lessee (i) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s and Leasehold PledgorOperating Lessee’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s and Leasehold PledgorOperating Lessee’s respective assets is, and immediately following the making of the Loan, will be, greater than Borrower’s and Leasehold PledgorOperating Lessee’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s and Leasehold PledgorOperating Lessee’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Leasehold Pledgor Operating Lessee intends to, and believes neither believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Leasehold Pledgor Operating Lessee and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold PledgorOperating Lessee). No petition in bankruptcy has been filed against any Loan Party Borrower, Operating Lessee or any Guarantorconstituent Person of Borrower or Operating Lessee, and no Loan Party neither Borrower, Operating Lessee nor any Guarantor constituent Person of Borrower or Operating Lessee has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party Neither Borrower, Operating Lessee nor any Guarantor is of their constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its Borrower’s or Operating Lessee’s assets or properties, and neither Borrower nor Leasehold Pledgor Operating Lessee has any knowledge of any Person contemplating the filing of any such petition against it or any other Loan Party or any Guarantorsuch constituent Persons.

No Fraudulent Transfer. Neither Borrower Borrowers nor Leasehold Pledgor (i) has Operating Lessees have entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) each Borrower and Operating Lessee has received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of each Borrower’s and Leasehold Pledgoreach Operating Lessee’s respective assets exceeds and will, immediately following the making of the Loan, exceed such Borrower’s and Leasehold Pledgorand/or Operating Lessee’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of each Borrower’s and Leasehold Pledgoreach Operating Lessee’s respective assets is, and immediately following the making of the Loan, will be, greater than such Borrower’s and Leasehold Pledgorand/or Operating Lessee’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Each Borrower’s and Leasehold PledgorOperating Lessee’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither No Borrower nor Leasehold Pledgor or Operating Lessee intends to, and believes do not currently believe that it they will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by such Borrower and Leasehold Pledgor Operating Lessee and the amounts to be payable on or in respect of the obligations of such Borrower and Leasehold PledgorOperating Lessee). No petition in bankruptcy has been filed against any Loan Party Borrower, any Operating Lessee or any Guarantorconstituent Person of such Borrower or such Operating Lessee, and no Loan Party nor Borrower, Operating Lessee or any Guarantor constituent Person of such Borrower or Operating Lessee has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party nor Borrower, Operating Lessee or any Guarantor is constituent Persons of such Borrower or such Operating Lessee are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its such Borrower’s or such Operating Lessee’s assets or properties, and neither Borrower Borrowers nor Leasehold Pledgor has Operating Lessees have knowledge of any Person contemplating the filing of any such petition against it them or any other Loan Party or any Guarantorsuch constituent Persons.

No Fraudulent Transfer. Neither Borrower nor Leasehold Pledgor (i) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) Borrower has received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving Subject to the provisions of, and giving full effect to the right to receive contribution set forth in, Section 10.27, (i) giving effect to the Loan, the fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s and Leasehold Pledgor’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The ; (ii) the fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets is, and immediately following the making of the Loan, will be, greater than Borrower’s and Leasehold Pledgor’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. ; (iii) Borrower’s and Leasehold Pledgor’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither ; and (iv) no Borrower nor Leasehold Pledgor intends to, and believes does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Leasehold Pledgor and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold PledgorBorrower). No petition in bankruptcy has been filed against any Loan Party Borrower or any Guarantorconstituent Person of Borrower, and no Loan Party nor none of Borrower or any Guarantor constituent Person of Borrower has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party nor None of Borrower or any Guarantor is constituent Persons of Borrower are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its Borrower’s assets or properties, and neither Borrower nor Leasehold Pledgor has knowledge does not have Borrower’s Knowledge of any constituent Person contemplating the filing of any such petition against it or any other Loan Party or any Guarantorsuch constituent Persons.

No Fraudulent Transfer. Neither Borrower nor Leasehold Pledgor Operating Lessee (i) has entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of each of Borrower’s and Leasehold PledgorOperating Lessee’s respective assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s and Leasehold PledgorOperating Lessee’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s and Leasehold Pledgor’s Operating Lessee respective assets is, and immediately following the making of the Loan, will be, greater than Borrower’s and Leasehold PledgorOperating Lessee’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s and Leasehold PledgorOperating Lessee’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Leasehold Pledgor Operating Lessee intends to, and believes that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Leasehold Pledgor Operating Lessee and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold PledgorOperating Lessee). No petition in bankruptcy has been filed against any Loan Party Party, Operating Lessee or any Guarantor, and no Loan Party Party, Operating Lessee, nor any Guarantor has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party Party, Operating Lessee nor any Guarantor is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or properties, and neither Borrower nor Leasehold Pledgor Operating Lessee has no knowledge of any Person contemplating the filing of any such petition against it or any other Loan Party Party, Operating Lessee or any Guarantor.

No Fraudulent Transfer. Neither Borrower nor Leasehold Pledgor (i) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s and Leasehold Pledgor’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets is, and immediately following the making of the Loan, will be, greater than Borrower’s and Leasehold Pledgor’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s and Leasehold Pledgor’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Leasehold Pledgor intends does not intend to, and believes does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and 31 Mezzanine Loan Agreement other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Leasehold Pledgor and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold PledgorBorrower). No petition in bankruptcy has been filed against any Loan Party Borrower, Senior Borrower or Guarantor (or any Guarantor, of their respective Affiliates that own direct or indirect beneficial interests in the Property) and no Loan Party nor any Guarantor none of such Persons has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party Neither Borrower nor Senior Borrower, nor any Guarantor is of their respective Affiliates that own direct or indirect beneficial interests in the Property, are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its Borrower’s or Senior Borrower’s assets or properties, and neither Borrower nor Leasehold Pledgor has no knowledge of any Person contemplating the filing of any such petition against it or any other Loan Party or any Guarantorsuch constituent Persons.

No Fraudulent Transfer. Neither Each Borrower nor Leasehold Pledgor (i) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) has received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving After giving effect to the Loan, the fair saleable value of each Borrower’s and Leasehold Pledgor’s respective assets exceeds and will, immediately following the making of the Loan, exceed such Borrower’s and Leasehold Pledgor’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of each Borrower’s and Leasehold Pledgor’s respective assets is, and immediately following the making of the Loan, will be, greater than such Borrower’s and Leasehold Pledgor’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Each Borrower’s and Leasehold Pledgor’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Leasehold Pledgor intends to, and or believes that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by such Borrower and Leasehold Pledgor and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold Pledgorsuch Borrower). No petition in bankruptcy has been filed against any Loan Party Borrower or any Guarantornamed Person on Schedule III (excluding any “Investors”), and no Loan Party neither Borrower nor any Guarantor such Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party Neither Borrower nor any Guarantor is named Person on Schedule III (excluding any “Investors”), nor to Borrower’s Knowledge any WWP Amenities Subsidiary, are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its such Borrower’s assets or properties, and neither Borrower nor Leasehold Pledgor has no knowledge of any Person contemplating the filing of any such petition against it or such named Person on Schedule III (excluding any other Loan Party “Investors”) or any GuarantorWWP Amenities Subsidiary.

No Fraudulent Transfer. Neither Borrower nor Leasehold Pledgor (i) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s and Leasehold Pledgor’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets is, and immediately following the making of the Loan, will be, greater than Borrower’s and Leasehold Pledgor’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s and Leasehold Pledgor’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Leasehold Pledgor intends does not intend to, and believes does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Leasehold Pledgor and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold PledgorBorrower). No petition in bankruptcy has been filed against Borrower or to Borrower’s Knowledge any Loan Party of Borrower GP, Guarantor or any GuarantorREIT, and no Loan Party neither Borrower nor to Borrower’s Knowledge any of Borrower GP, Guarantor or REIT has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party Neither Borrower nor to Borrower’s Knowledge any of Borrower GP, Guarantor is or REIT are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its Borrower’s assets or properties, and neither Borrower nor Leasehold Pledgor has no knowledge of any Person contemplating the filing of any such petition against it or any other Loan Party Borrower GP, Guarantor or any GuarantorREIT.

No Fraudulent Transfer. Neither Borrower nor Leasehold Pledgor (i) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s and Leasehold Pledgor’s respective total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s and Leasehold Pledgor’s respective assets is, and immediately following the making of the Loan, will be, greater than Borrower’s and Leasehold Pledgor’s respective probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s and Leasehold Pledgor’s respective assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Leasehold Pledgor intends does not intend to, and believes does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and Leasehold Pledgor and the amounts to be payable on or in respect of the obligations of Borrower and Leasehold PledgorBorrower). No petition in bankruptcy has been filed against any Loan Party Borrower or Senior Borrower or any Guarantorconstituent Person of Borrower or Senior Borrower, and no Loan Party neither Borrower, Senior Borrower nor any Guarantor constituent Person of Borrower or Senior Borrower has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party Neither Borrower, Senior Borrower nor any Guarantor is of its constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its Borrower’s or Senior Borrower’s assets or properties, and neither Borrower nor Leasehold Pledgor has knowledge does not have Borrower’s Knowledge of any constituent Person contemplating the filing of any such petition against it it, Senior Borrower or any other Loan Party or any Guarantorsuch constituent Persons.