Common use of SOLVENCY; NO BANKRUPCY FILING Clause in Contracts

SOLVENCY; NO BANKRUPCY FILING. Borrower (a) has not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower's assets exceeds and will, immediately following the making of the Loan, exceed Borrower's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower's assets is and will, immediately following the making of the Loan, be greater than Borrower's probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower's 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. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). Except as expressly disclosed to Lender in writing, no petition in bankruptcy has been filed against Borrower, or to the best of Borrower's knowledge, any constituent Person in the last seven (7) years, and neither Borrower, nor to the best of Borrower's knowledge, any constituent Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor any 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 Borrower's assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

SOLVENCY; NO BANKRUPCY FILING. Borrower (a) has not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower's ’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower's ’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower's ’s assets is and will, immediately following the making of the Loan, be greater than Borrower's ’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower's ’s 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. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). Except as expressly disclosed to Lender in writing, no petition in bankruptcy has been filed against Borrower, or to the best of Borrower's ’s knowledge, any constituent Person in the last seven (7) years, and neither Borrower, nor to the best of Borrower's ’s knowledge, any constituent Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor any 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 Borrower's ’s assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

SOLVENCY; NO BANKRUPCY FILING. Neither Borrower nor Grantor (a) has not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) has not received reasonably equivalent value in exchange for its obligations under such the applicable Loan Documents. Giving effect to the Loan, the The fair saleable value of BorrowerGrantor's assets exceeds and will, immediately following the making execution and delivery of the LoanLimited Guaranty, exceed BorrowerGrantor's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of BorrowerGrantor's assets is and will, immediately following the making execution and delivery of the LoanLimited Guaranty, be greater than BorrowerGrantor's probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Neither Borrower's nor Grantor's assets do not and, now and immediately following the making of the Loan Loan, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower does not intend nor Grantor intends to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). Except as expressly disclosed to Lender in writing, no No petition in bankruptcy has been filed against BorrowerBorrower or Grantor, or to the best of Borrowereach such party's knowledge, any constituent Person in the last seven (7) years, and neither Borrower, Grantor, nor to the best of Borrowersuch party's knowledge, any constituent Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower Borrower, Grantor nor any of its such party's 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 Borrowerany such party's assets or property, and Borrower no such party has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons. With respect to any bankruptcy filed by a Grantor or any predecessor entity more than seven (7) years ago, to the best of such Grantor's knowledge after due inquiry, there are no remaining liabilities with respect to any such filing.

SOLVENCY; NO BANKRUPCY FILING. Borrower (a) has not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower's assets exceeds and will, immediately following the making of the Loan, exceed Borrower's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower's assets is and will, immediately following the making of the Loan, be greater than Borrower's probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower's 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. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). Except as expressly disclosed to Lender in writing, no petition in bankruptcy has been filed against Borrower, or to the best of Borrower's knowledge, any constituent Person in 37 the last seven (7) years, and neither Borrower, nor to the best of Borrower's knowledge, any constituent Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor any 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 Borrower's assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

SOLVENCY; NO BANKRUPCY FILING. Neither Borrower nor Grantor (a) has not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) has not received reasonably equivalent value in exchange for its obligations under such the applicable Loan Documents. Giving effect to the Loan, the The fair saleable value of BorrowerGrantor's assets exceeds and will, immediately following the making execution and delivery of the LoanLimited Guaranty, exceed BorrowerGrantor's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of BorrowerGrantor's assets is and will, immediately following the making execution and delivery of the LoanLimited Guaranty, be greater than BorrowerGrantor's probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Neither Borrower's nor Grantor's assets do not and, now and immediately following the making of the Loan Loan, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower does not intend nor Grantor intends to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). Except as expressly disclosed to Lender in writing, no No petition in bankruptcy has been filed against BorrowerBorrower or Grantor, or to the best of Borrowereach such party's knowledge, any constituent Person in the last seven (7) years, and neither Borrower, Grantor, nor to the best of Borrowersuch party's knowledge, any constituent Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower Borrower, Grantor nor any of its such party's 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 Borrowerany such party's assets or property, and Borrower no such party has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.