THE 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 ASSIGNMENTS OF, ALL
PERSONALTY (INCLUDING THE LEASES), ALL IN ACCORDANCE WITH THE TERMS THEREOF, IN
EACH CASE SUBJECT ONLY TO ANY APPLICABLE PERMITTED ENCUMBRANCES.
THERE ARE NO
CLAIMS FOR PAYMENT FOR WORK, LABOR OR MATERIALS AFFECTING THE PROPERTY 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.
BORROWER HAS (A) 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.
THE
FAIR SALEABLE VALUE OF EACH 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).
NO
PETITION IN BANKRUPTCY HAS BEEN FILED AGAINST BORROWER OR ANY CONSTITUENT
PERSON, AND NEITHER BORROWER NOR ANY CONSTITUENT PERSON 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 PROPERTIES, 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 ANY
BORROWER PARTY IN THIS AGREEMENT OR IN ANY OF THE OTHER LOAN DOCUMENTS CONTAINS
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT
NECESSARY TO MAKE STATEMENTS CONTAINED HEREIN OR THEREIN NOT MISLEADING.
THERE
IS NO MATERIAL FACT PRESENTLY KNOWN TO ANY BORROWER PARTY WHICH HAS NOT BEEN
DISCLOSED TO LENDER WHICH ADVERSELY AFFECTS, NOR AS FAR AS BORROWER CAN FORESEE,
IS REASONABLY LIKELY TO ADVERSELY AFFECT, THE PROPERTY OR THE BUSINESS,
OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE) OF ANY BORROWER PARTY.