Common use of Fraudulent Conveyance Clause in Contracts

Fraudulent Conveyance. The Borrower (1) has not entered into the transaction contemplated by this Agreement or any Transaction Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Documents. Giving effect to the transactions contemplated by the Transaction Documents, the fair saleable value of the Borrower’s assets exceeds and will, immediately following the execution and delivery of the Transaction Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Transaction Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets do not and, immediately following the execution and delivery of the Transaction Documents will not, constitute unreasonably small capital to carry out its business as conducted or proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);

Fraudulent Conveyance. The Borrower (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) the Borrower Parties have received reasonably equivalent value in exchange for its their obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s Borrower Parties’ assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s Borrower Parties’ total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s Borrower Parties’ assets is and will, immediately following the execution and delivery of the Transaction Loan Documents (including the Loan Documents as defined in those certain Mortgages given by the two other Borrower Parties to secure the Note (collectively, the “Other Loan Documents”), be greater than the Borrower’s Borrower Parties’ probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The To the Borrower’s knowledge, after due and diligent inquiry and investigation, the Borrower Parties’ assets do not and, immediately following the execution and delivery of the Transaction Loan Documents and the Other Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does Parties do not intend to, and does do not believe that it they will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its their ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerBorrower Parties);.

Fraudulent Conveyance. The Borrower Borrower (1) has not entered into the transaction contemplated by this Agreement Loans or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loans contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s 's assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s 's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s 's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower (1a) has not entered into the transaction contemplated by this Agreement --------------------- Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2b) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s 's assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s 's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s 's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) the Borrower Parties have received reasonably equivalent value in exchange for its their obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s Borrower Parties’ assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s Borrower Parties’ total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s Borrower Parties’ assets is and will, immediately following the execution and delivery of the Transaction Loan Documents (including the Loan Documents as defined in those certain Deed of Trusts given by the two other Borrower Parties to secure the Note (collectively, the “Other Loan Documents”), be greater than the Borrower’s Borrower Parties’ probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The To the Borrower’s knowledge, after due and diligent inquiry and investigation, the Borrower Parties’ assets do not and, immediately following the execution and delivery of the Transaction Loan Documents and the Other Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does Parties do not intend to, and does do not believe that it they will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerBorrower Parties);.

Fraudulent Conveyance. The Borrower (1) has not entered into the transaction contemplated by this Agreement Loans (as defined on Exhibit C) or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor creditor; and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loans contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s 's assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilitiesliabilities (if permitted hereunder). The fair saleable value of the Borrower’s 's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and maturedmatured (if permitted hereunder). The Borrower’s 's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower (1a) has not entered into --------------------- the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2b) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s 's assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s 's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s 's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Subject to the terms and conditions of Section 17.19 hereof, Borrower (1a) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2b) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions contemplated by the Transaction DocumentsLoan, the fair saleable value of the Borrower’s assets exceeds and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower (1i) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2ii) believes that it has received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s assets exceeds exceed as of the date hereof and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets as of the date hereof is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets as of the date hereof do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, including the effect of Section 5 of the Subordination and Standstill Agreement on the Subordinate Lender’s rights under the Subordinate Loan Documents, the fair saleable value of the Borrower’s assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. Giving effect to the Loan contemplated by the Loan Documents, including the effect of Section 5 of the Subordination and Standstill Agreement on the Subordinate Lender’s rights under the Subordinate Loan Documents, The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 30 43412-20/Continental Towers small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilitiesliabilities (if permitted hereunder). The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and maturedmatured (if permitted hereunder). The Borrower’s Borrower assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Neither Borrower (1) nor Master Lessee has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) each of Borrower and Master Lessee has received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions contemplated by Loan and the Transaction Master Lease Documents, the fair saleable value of the Borrower’s assets exceeds and will, immediately following the execution and delivery of the Transaction Loan Documents and the Master Lease Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilitiesobligations. The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Transaction Loan Documents and the transactions contemplated by the Master Lease Documents, be greater than the Borrower’s probable liabilities, including the probably maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Neither Borrower does not intend nor Master Lessee intends to, and does not believe or believes that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower or Master Lessee, respectively, and the Borroweranticipated need to refinance the Loan in order to repay it on the Maturity Date);.

Fraudulent Conveyance. The Borrower Borrower (1i) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2ii) believes that it has received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s assets exceeds exceed as of the date hereof and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets as of the date hereof is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets as of the date hereof do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower Mortgagor (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s Mortgagor's assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s Mortgagor's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s Mortgagor's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s Mortgagor's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s Mortgagor's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower Mortgagor does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerMortgagor);.

Fraudulent Conveyance. The Borrower Mortgagor (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loans contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s Mortgagor's assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s Mortgagor's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s Mortgagor's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s Mortgagor's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s Mortgagor's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower Mortgagor does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerMortgagor);.

Fraudulent Conveyance. The Borrower (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, including the effect of Section 5 of the Subordination and Standstill Agreement on the Subordinate Lender's rights under the Subordinate Loan Documents, the fair saleable value of the Borrower’s 's assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. Giving effect to the Loan contemplated by the Loan Documents, including the effect of Section 5 of the Subordination and Standstill Agreement on the Subordinate Lender's rights under the Subordinate Loan Documents, The fair saleable value of the Borrower’s 's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s 's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 32 not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower (1) has not entered into the transaction transactions contemplated by this Agreement or any Transaction other Loan Document or Facility Documents with the actual intent to hinder, delay, or defraud any creditor creditor, and (2) Borrower has received reasonably equivalent value in exchange for its obligations Loan Obligations and Facility Obligations under the Transaction Notes, this Agreement and the other Loan Documents and Facility Documents. Giving After giving effect to the transactions contemplated by the Transaction Loan Documents and the Facility Documents, the fair saleable salable value of the Borrower’s 's assets exceeds exceeds, and will, immediately following the execution and delivery of the Transaction DocumentsLoan Documents and the Facility Documents and the advance of the Loan proceeds thereunder, exceed the exceed, Borrower’s 's total probable liabilities, including, without limitation, the maximum amount of its subordinated, unliquidated, disputed or and/or contingent liabilities. The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Transaction Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s 's assets do not not, and, immediately following the execution and delivery of the Transaction Loan Documents and Facility Documents and the advance of the Loan proceeds thereunder, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Each Borrower (1a) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2b) taking into account the contribution obligations of the other Borrowers, has received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions contemplated by the Transaction DocumentsLoan, the fair saleable value of the each Borrower’s assets (including such Borrower’s right to contribution from the other Borrowers) exceeds and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the such Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the each Borrower’s assets (including such Borrower’s right to contribution from the other Borrowers) is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the such Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Each Borrower’s assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Each Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the such Borrower);.

Fraudulent Conveyance. The Borrower (1a) has not entered into the transaction contemplated by this Agreement or any Transaction other Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2b) has received reasonably equivalent value in exchange for its obligations Obligations under the Transaction Loan Documents. Giving effect to the transactions contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s assets exceeds and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s assets is and will, immediately following the execution and delivery of the Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets do not andnot, and immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations Obligations of the Borrower);.

Fraudulent Conveyance. The Borrower (1i) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2ii) believes that it has received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s assets exceeds exceed as of the date hereof and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the BorrowerB▇▇▇▇▇▇▇’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets as of the date hereof is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets as of the date hereof do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower Grantor represents and warrants as --------------------- follows: (1i) it has not entered into this Mortgage or the transaction other Loan Documents or the transactions contemplated by this Agreement hereby or any Transaction Document thereby with the actual intent to hinder, delay, or defraud any creditor creditor, and (2ii) it has received reasonably equivalent value in exchange for its obligations under this Mortgage and the Transaction other Loan Documents. Giving effect to the transactions contemplated by this Mortgage and the Transaction other Loan Documents, the fair saleable value of the Borrower’s assets of Grantor exceeds and will, immediately following the execution and delivery of this Mortgage and the Transaction other Loan Documents, exceed the Borrower’s total liabilitiesliabilities of Grantor, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets of Grantor is and will, immediately following the execution and delivery of this Mortgage and the Transaction other Loan Documents, be greater than the Borrower’s Grantor's probable liabilities, including the maximum amount of its the contingent liabilities of Grantor or its their debts as such debts become absolute and matured. The Borrower’s assets of Grantor do not and, immediately following the execution and delivery of this Mortgage and the Transaction other Loan Documents will not, constitute unreasonably small capital to carry out its the business of Grantor as conducted or as proposed to be conducted. The Borrower Grantor does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerGrantor);.

Fraudulent Conveyance. The Borrower Grantor (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s Grantor's assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s Grantor's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilitiesliabilities (if permitted hereunder). The fair saleable value of the Borrower’s Grantor's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s Grantor's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and maturedmatured (if permitted hereunder). The Borrower’s Grantor's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower Grantor does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerGrantor);.

Fraudulent Conveyance. The Borrower Grantor represents and warrants as follows: (1i) it has not entered into this Mortgage or the transaction other Loan Documents or the transactions contemplated by this Agreement hereby or any Transaction Document thereby with the actual intent to hinder, delay, or defraud any creditor creditor, and (2ii) it has received reasonably equivalent value in exchange for its obligations under this Mortgage and the Transaction other Loan Documents. Giving effect to the transactions contemplated by this Mortgage and the Transaction other Loan Documents, the fair saleable value of the Borrower’s assets of Grantor exceeds and will, immediately following the execution and delivery of this Mortgage and the Transaction other Loan Documents, exceed the Borrower’s total liabilitiesliabilities of Grantor, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets of Grantor is and will, immediately following the execution and delivery of this Mortgage and the Transaction other Loan Documents, be greater than the Borrower’s Grantor's probable liabilities, including the maximum amount of its the contingent liabilities of Grantor or its their debts as such debts become absolute and matured. The Borrower’s assets of Grantor do not and, immediately following the execution and delivery of this Mortgage and the Transaction other Loan Documents will not, constitute unreasonably small capital to carry out its the business of Grantor as conducted or as proposed to be conducted. The Borrower Grantor does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerGrantor);.

Fraudulent Conveyance. The Borrower represents and warrants as follows: (1i) it has not entered into this Mortgage or the transaction other Loan Documents or the transactions contemplated by this Agreement hereby or any Transaction Document thereby with the actual intent to hinder, delay, or defraud any creditor creditor, and (2ii) it has received reasonably equivalent value in exchange for its obligations under this Mortgage and the Transaction other Loan Documents. Giving effect to the transactions contemplated by this Mortgage and the Transaction other Loan Documents, the fair saleable value of the Borrower’s assets of Borrower exceeds and will, immediately following the execution and delivery of this Mortgage and the Transaction other Loan Documents, exceed the total liabilities of Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets of Borrower is and will, immediately following the execution and delivery of this Mortgage and the Transaction other Loan Documents, be greater than the Borrower’s 's probable liabilities, including the maximum amount of its the contingent liabilities of Borrower or its their debts as such debts become absolute and matured. The Borrower’s assets of Borrower do not and, immediately following the execution and delivery of this Mortgage and the Transaction other Loan Documents will not, constitute unreasonably small capital to carry out its the business of Borrower as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower Mortgagor (1) has not entered into the transaction contemplated by this Agreement --------------------- Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loans contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s Mortgagor's assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s Mortgagor's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s Mortgagor's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s Mortgagor's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s Mortgagor's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower Mortgagor does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerMortgagor);.

Fraudulent Conveyance. The Borrower (1i) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2ii) believes that it has received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loans contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s assets exceeds exceed as of the date hereof and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets as of the date hereof is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets as of the date hereof do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) the Borrower Parties have received reasonably equivalent value in exchange for its their obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s Borrower Parties’ assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s Borrower Parties’ total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s Borrower Parties’ assets is and will, immediately following the execution and delivery of the Transaction Loan Documents (including the Loan Documents as defined in those certain Deed of Trusts given by the two other Borrower Parties to secure the Note (collectively, the “Other Loan Documents”), be greater than the Borrower’s Borrower Parties’ probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The To the Borrower’s knowledge, after due and diligent inquiry and investigation, the Borrower Parties’ assets do not and, immediately following the execution and delivery of the Transaction Loan Documents and the Other Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does Parties do not intend to, and does do not believe that it they will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its their ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerBorrower Parties);.

Fraudulent Conveyance. The Borrower (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, including the effect of Section 5 of the Subordination and Standstill Agreement on the Subordinate Lender’s rights under the Subordinate Loan Documents, the fair saleable value of the Borrower’s assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. Giving effect to the Loan contemplated by the Loan Documents, including the effect of Section 5 of the Subordination and Standstill Agreement on the Subordinate Lender’s rights under the Subordinate Loan Documents, The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower);.

Fraudulent Conveyance. The Borrower Mortgagor (1) has not entered into the transaction contemplated by this Agreement Loan or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s Mortgagor's assets exceeds and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s Mortgagor's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s Mortgagor's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s Mortgagor's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s Mortgagor's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower Mortgagor does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerMortgagor);.

Fraudulent Conveyance. The Borrower Mortgagor (1) has not entered into the transaction contemplated loan evidenced by this Agreement the Note (the "Loan") or any Transaction Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Transaction Loan Documents. Giving effect to the transactions Loan contemplated by the Transaction Loan Documents, the fair saleable value of the Borrower’s Mortgagor's assets exceeds exceed and will, immediately following the execution and delivery of the Transaction Loan Documents, exceed the Borrower’s Mortgagor's total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s Mortgagor's assets is and will, immediately following the execution and delivery of the Transaction Loan Documents, be greater than the Borrower’s Mortgagor's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s Mortgagor's assets do not and, immediately following the execution and delivery of the Transaction Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower Mortgagor does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the BorrowerMortgagor);.