LIENS WHATSOEVER EXCEPT THE PERMITTED
ENCUMBRANCES, SUCH OTHER LIENS AS ARE PERMITTED PURSUANT TO THE LOAN DOCUMENTS
AND THE LIENS CREATED BY THE LOAN DOCUMENTS.
THE PERMITTED ENCUMBRANCES IN THE
AGGREGATE DO NOT MATERIALLY AND ADVERSELY AFFECT THE VALUE, OPERATION OR USE OF
THE PROPERTY (AS CURRENTLY USED) OR BORROWER'S ABILITY TO REPAY THE LOAN.
THERE
ARE NO CLAIMS FOR PAYMENT FOR WORK, LABOR OR MATERIALS AFFECTING THE PROPERTY
WHICH ARE DUE AND UNPAID UNDER THE CONTRACTS PURSUANT TO WHICH WORK OR LABOR WAS
PERFORMED OR MATERIALS PROVIDED WHICH ARE OR MAY BECOME A LIEN PRIOR TO, OR OF
EQUAL PRIORITY WITH, THE LIENS CREATED BY THE LOAN DOCUMENTS.
4.1.7
SOLVENCY; NO BANKRUPTCY FILING.
BORROWER (A) HAS NOT ENTERED INTO
THE TRANSACTION OR EXECUTED THE NOTE, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS
WITH THE ACTUAL
32
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 BORROWER'S KNOWLEDGE, OR ANY CONSTITUENT
PERSON IN THE LAST SEVEN (7) YEARS, AND NEITHER BORROWER NOR, TO 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.
4.1.8
FULL AND ACCURATE DISCLOSURE.
NO STATEMENT OF FACT MADE BY
BORROWER IN THIS AGREEMENT OR IN ANY OF THE OTHER LOAN DOCUMENTS CONTAINS ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR, TO BORROWER'S KNOWLEDGE, OMITS TO STATE
ANY