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- 7 - foreclosure of this Security Instrument and shall inure to the benefit of and be enforceable by Lender in the event Lender acquires title to the Mortgaged Property pursuant to any foreclosure. Upon the recording of this Security Instrument in the county recorder's office of the county where the Premises are located and the filing of appropriate Uniform Commercial Code financing statements, Lender will have a valid first lien on the Mortgaged Property, subject only to the Permitted Exceptions. (b) Borrower has not borrowed or received debt financing other than the Debt that has not been heretofore or concurrently herewith paid in full. Borrower has no known material contingent liabilities. Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which it or any of its property is bound, other than obligations incurred in the ordinary course of business and other than obligations under the Loan Documents and the Lease. (c) To the best of Borrower's knowledge, there are no pending actions, suits or proceedings, arbitrations or governmental investigations against the Premises, an adverse outcome of which would materially affect Borrower's performance under the Loan Documents. (d) Borrower (1) has not entered into this transaction or any Loan Document with the intent to hinder, delay or defraud any creditor, and (2) received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the transactions contemplated by the Loan Documents and the Lease, the fair saleable value of Borrower's assets exceeds and will, immediately following the execution and delivery of the Loan Documents, exceed Borrower's total liabilities, including, without limitation, subordinated, unliquidated, disputed, probable or contingent liabilities. Borrower's assets do not and, immediately following the execution and delivery of the Loan Documents 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 debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (talcing into account the timing and amounts to be payable on or in respect of obligations of or payable to Borrower). (e) Borrower is not (1) an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended; (2) a "holding company" or "subsidiary company" of a "holding company" or an "affiliate" of either a "holding company" or a "subsidiary company" within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (3) subject to any other federal or state law or regulation which would restrict or regulate its ability to enter into and perform the terms of the Note and this Security Instrument. To the best of Borrower's knowledge, (i) the Premises have adequate rights of access to public ways and are served by adequate water, sewer, sanitary sewer and storm drain facilities; (ii) all public utilities necessary to the continued use and enjoyment of the Improvements as presently used and enjoyed are located in the public right -of -way abutting the Premises, and all such utilities are connected so as to serve the Premises without passing over other property, or perpetual access easements for such utility purposes are appurtenant rights to the Premises; and (iii) all roads necessary for the full (f) 20140040