INVENTORY ARE RECORDED
ACCURATELY, AND PROPER AND ADEQUATE PROCEDURES ARE IMPLEMENTED TO EFFECT THE
COLLECTION THEREOF ON A CURRENT AND TIMELY BASIS.
BORROWER HAS COMPLIED WITH
ITS SYSTEMS OF INTERNAL ACCOUNTING AND DISCLOSURE CONTROLS AND PROCEDURES IN ALL
MATERIAL RESPECTS AND HAS NOT RECEIVED A WRITTEN NOTIFICATION FROM ANY
ACCOUNTANTS, INDEPENDENT AUDITORS OR OTHER CONSULTANTS CHALLENGING THE ADEQUACY
OR REQUESTING MODIFICATION OF SUCH SYSTEMS.
BORROWER'S SYSTEMS OF INTERNAL
ACCOUNTING AND DISCLOSURE CONTROLS AND PROCEDURES IN ALL MATERIAL RESPECTS (X)
ARE SUFFICIENT TO ENSURE THAT INFORMATION REQUIRED TO BE DISCLOSED BY BORROWER
IN THE REPORTS THAT IT FILES AND SUBMITS TO THE SEC UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, IS ACCUMULATED, RECORDED, PROCESSED,
COMMUNICATED TO BORROWER'S PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER, SUMMARIZED AND REPORTED WITHIN THE TIME PERIODS SPECIFIED IN THE SEC'S
RULES AND FORMS, (Y) CONTAIN NO DEFICIENCIES IN THE DESIGN OR OPERATION OF SUCH
CONTROLS AND PROCEDURES WHICH COULD MATERIALLY ADVERSELY AFFECT BORROWER'S
ABILITY TO SO ACCUMULATE, RECORD, PROCESS, COMMUNICATE, SUMMARIZE AND REPORT
FINANCIAL AND OTHER RELEVANT INFORMATION AND (Z) ARE SUFFICIENT TO SATISFY
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 AND RELATED RULES PROMULGATED
THEREUNDER.
SECTION 5
REPRESENTATIONS AND WARRANTIES BY LENDER
Lender represents and warrants to Borrower that:
5.1.
FORMATION.
LENDER (A) IS A LIMITED LIABILITY
COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE STATE OF NEVADA, AND (B) HAS ALL REQUISITE POWER AND AUTHORITY AND ALL
REQUISITE GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS TO (I)
OWN ITS ASSETS AND CARRY ON ITS BUSINESS, AND (II) EXECUTE, DELIVER AND PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT.
5.2.
AUTHORITY.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY LENDER OF THIS AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY COMPANY ACTION, AND DO NOT (A) CONTRAVENE THE TERMS OF LENDER'S
ARTICLES OF ORGANIZATION OR OPERATING AGREEMENT; (B) CONFLICT WITH OR RESULT IN
ANY BREACH OR CONTRAVENTION OF, OR THE CREATION OF ANY LIEN UNDER (I) ANY
CONTRACTUAL OBLIGATION TO WHICH LENDER IS A PARTY, OR (II) ANY ORDER,
INJUNCTION, WRIT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR ANY ARBITRAL AWARD
TO WHICH LENDER OR ITS PROPERTY IS SUBJECT; OR (C) VIOLATE ANY LAW.
7
5.3.
GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.
NO APPROVAL, CONSENT, EXEMPTION, AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE
TO, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON WITH RESPECT
TO ANY MATERIAL CONTRACTUAL OBLIGATION IS NECESSARY OR REQUIRED IN CONNECTION
WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT AGAINST, LENDER
OF THIS AGREEMENT, OTHER THAN THOSE THAT HAVE ALREADY BEEN OBTAINED AND ARE IN
FULL FORCE AND EFFECT.
5.4.
BINDING EFFECT.
THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY LENDER.
THIS AGREEMENT CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF LENDER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY OR SIMILAR LAWS OR BY
EQUITABLE PRINCIPLES RELATING TO ENFORCEABILITY.
SECTION 6
DEFAULT AND REMEDIES.
6.1.
EVENTS OF DEFAULT.
BORROWER WILL BE IN
DEFAULT UNDER THIS AGREEMENT