FOR WHICH THE WESTBURY BORROWER HAS GOOD, MARKETABLE
AND INSURABLE LEASEHOLD TITLE TO THE REAL PROPERTY COMPRISING SUCH INDIVIDUAL
PROPERTY) AND GOOD TITLE TO THE BALANCE OF SUCH INDIVIDUAL
49
PROPERTY, FREE AND CLEAR OF ALL 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.
EACH MORTGAGE, WHEN PROPERLY
RECORDED IN THE APPROPRIATE RECORDS, TOGETHER WITH ANY UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS REQUIRED TO BE FILED IN CONNECTION THEREWITH, WILL CREATE
(A) A VALID, PERFECTED LIEN ON THE APPLICABLE INDIVIDUAL PROPERTY, SUBJECT ONLY
TO PERMITTED ENCUMBRANCES AND THE LIENS CREATED BY THE LOAN DOCUMENTS AND
(B) PERFECTED SECURITY INTERESTS IN AND TO, AND PERFECTED COLLATERAL ASSIGNMENT
OF, ALL PERSONALTY (INCLUDING THE LEASES), ALL IN ACCORDANCE WITH THE TERMS
THEREOF, IN EACH CASE SUBJECT ONLY TO ANY APPLICABLE PERMITTED ENCUMBRANCES,
SUCH OTHER LIENS AS ARE PERMITTED PURSUANT TO THE LOAN DOCUMENTS AND THE LIENS
CREATED BY THE LOAN DOCUMENTS.
THERE ARE NO CLAIMS FOR PAYMENT FOR WORK, LABOR
OR MATERIALS AFFECTING THE PROPERTIES WHICH ARE DUE AND UNPAID UNDER THE
CONTRACTS PURSUANT TO WHICH SUCH 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.
ALL STATE, COUNTY AND MUNICIPAL MORTGAGE
RECORDING AND INTANGIBLES TAXES AND DOCUMENTARY STAMP TAXES DUE IN CONNECTION
WITH THE ACQUISITION OR FINANCING OF THE PROPERTY HAVE, AS OF THE DATE HEREOF,
BEEN PAID (OR ARE IN ESCROW WITH THE TITLE INSURANCE COMPANY INSURING THE LIEN
OF THE MORTGAGE).
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 INTENT TO HINDER, DELAY OR DEFRAUD ANY CREDITOR AND (B) RECEIVED
REASONABLY EQUIVALENT VALUE IN EXCHANGE FOR ITS OBLIGATIONS UNDER SUCH LOAN
DOCUMENTS.
TO THE BEST OF BORROWER'S KNOWLEDGE, 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.
TO
THE BEST OF BORROWER'S KNOWLEDGE, 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