Common use of Solvency; Fraudulent Conveyance Clause in Contracts

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan Documents. After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower Mortgagor (a) has not entered into the transaction contemplated by this Agreement or Mortgage, any Mezzanine Loan Document or the Unsecured Indemnity Agreement, with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments and the Unsecured Indemnity Agreement. After giving effect to the Loan, the fair saleable value of Mezzanine BorrowerMortgagor’s assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine BorrowerMortgagor’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine BorrowerMortgagor’s assets is and will, immediately following the making of the Loan, be greater than Mezzanine BorrowerMortgagor’s probable liabilities, including the maximum amount of its contingent liabilities on its Debts debts as such Debts debts become absolute and matured, Mezzanine Borrowerand Mortgagor’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. Mezzanine Borrower Mortgagor does not intend to, and does not believe that it will, incur Debt Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Debt and liabilities Indebtedness as they mature (taking into account the timing and amounts of cash to be received by Mezzanine Borrower Mortgagor and the amounts to be payable on or in respect of obligations of Mezzanine BorrowerMortgagor).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document (Mezzanine) with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, . Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan Documents. After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine BorrowerBorrower ).

Solvency; Fraudulent Conveyance. Mezzanine Neither Borrower nor Maryland Loan Guarantor (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan Documents. After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s and Maryland Loan Guarantor’s assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s and Maryland Loan Guarantor’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s and Maryland Loan Guarantor’s assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s and Maryland Loan Guarantor’s probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, Mezzanine . Borrower’s and Maryland Loan Guarantor’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. Mezzanine Neither Borrower does not intend nor Maryland Loan Guarantor 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 Mezzanine Borrower it and the amounts to be payable on or in respect of obligations of Mezzanine Borrowerits obligations).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document (Intermediate Mezzanine) with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (Intermediate Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s 's assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s 's assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, . Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or Security Instrument, any Mezzanine Loan Document or the Unsecured Indemnity Agreement, with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments and the Unsecured Indemnity Agreement. After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its Debts debts as such Debts debts become absolute and matured, Mezzanine and 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. Mezzanine Borrower does not intend to, and does not believe that it will, incur Debt Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Debt and liabilities Indebtedness as they mature (taking into account the timing and amounts of cash to be received by Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document (Junior Mezzanine) with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (Junior Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s 's assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s 's assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, . Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan Documents. After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower has (a) has not entered into the transaction transactions contemplated by this Agreement or any Mezzanine Loan Document (Mezzanine) with the actual intent to hinder, delay, delay or defraud any creditor creditor, and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, . Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document (Third Mezzanine) with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (Third Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s 's assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s 's assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, . Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document (Mezzanine) with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s 's assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s 's assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document (Fourth Mezzanine) with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (Fourth Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s 's assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s 's assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, . Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document (Second Mezzanine) with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (Second Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s 's assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s 's assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, . Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document (First Mezzanine) with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (First Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s 's assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s 's assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, . Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document (Junior Tier Mezzanine) with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (Junior Tier Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s 's assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s 's assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).

Solvency; Fraudulent Conveyance. Mezzanine Borrower (a) has not entered into the transaction contemplated by this Agreement or any Mezzanine Loan Document (Senior Mezzanine) with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Mezzanine Loan DocumentsDocuments (Senior Mezzanine). After giving effect to the Loan, the fair saleable value of Mezzanine Borrower’s 's assets exceeds and will, immediately following the making of the Loan, exceed Mezzanine Borrower’s 's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Mezzanine Borrower’s 's assets is and will, immediately following the making of the Loan, be greater than Mezzanine Borrower’s 's probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, . Mezzanine 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. Mezzanine 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 Mezzanine Borrower and the amounts to be payable on or in respect of obligations of Mezzanine Borrower).