Solvency. ​ has # not entered into the Loan or executed this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor, and # received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of ​’s assets exceeds and will, immediately following the making of the Loan, exceed ​’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of ​’s assets is and will, immediately following the making of the Loan, be greater than ​’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. ​’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. ​ 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 ​ from ownership and operation of the Property, and the amounts to be payable on or in respect of obligations of ​). No petition under the Bankruptcy Code, or similar action under any Creditors’ Rights Law, has been filed against ​ or any Restricted Party. Neither ​ nor any Restricted Party is contemplating either the filing of a petition by it under the Bankruptcy Code or similar action under any Creditors’ Rights Law, or the liquidation of all or a major portion of ​’s assets or properties, and ​ has no knowledge of any Person contemplating the filing of any such petition or similar action against it or any Restricted Party. With respect to any loan or financing in which any Restricted Party or any Affiliate thereof has been directly or indirectly obligated for or has, in connection therewith, otherwise provided any guaranty, indemnity or similar surety (including, without limitation and to the extent applicable, any loan which is being refinanced by the Loan), none of such loans or financings has ever been # more than thirty (30) days in default or # transferred to special servicing. With respect to ​’s rights in the Leases and Rents, ​ acknowledges that this Agreement, the Mortgage and the Assignment of Leases, individually and collectively, are intended to give ​ the benefit of Section 214 of the Bankruptcy Reform Act of 1994 and the provisions of the Bankruptcy Code referenced therein, as the same may hereafter be amended from time to time.

Solvency. No Borrower has # entered into the transaction contemplated by this Agreement or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and # received reasonably equivalent value in exchange for its obligations under such Loan Documents. Giving effect to the Loan, the fair saleable value of the Borrowers’ collective assets exceeds and will, immediately following the making of the Loan, exceed Borrowers’ probable aggregate liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of the Borrowers’ collective assets is and will, immediately following the making of the Loan be, greater than the Borrowers’ probable aggregate liabilities, including the maximum amount of the aggregate contingent liabilities on their respective debts as such debts become absolute and matured. Each 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. No Borrower intends to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts of cash to be received by such Borrower and the amounts to be payable on or in respect of the obligations of such Borrower). No petition in bankruptcy has been filed against any Borrower, any Principal or any Guarantor, and none of the Borrowers, the Principals or Guarantors has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of the Borrowers, the Principals or Guarantors 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 any Borrower’s assets or properties, and no Borrower has knowledge of any Person contemplating the filing of any such petition against it or any Principal or Guarantor.