Common use of BORROWER REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan from the most recent financial statement received by Lender. 5.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 Borrower validly exists under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 6.1 No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 6.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan from the most recent financial statement received by Lender. 5.3 6.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 6.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 6.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 6.6 Borrower validly exists under the laws of the State of its formation or organization organization, has not changed its legal name as set forth above, and has the requisite power and authority to execute and deliver this Agreement Modification and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement Modification and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement Modification has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents Makers, jointly and warrants severally, represent and warrant to LenderBank One that: 5.1 4.1. No default or event of default under any of the Loan Documents as modified hereinhereby, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing, except for matters waived by Agreement dated July 31, 2001. 5.2 4.2. There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan Makers from the most recent financial statement received by LenderBank. 5.3 4.3. Each and all representations and warranties of Borrower Makers in the Loan Documents are accurate on the date hereof. 5.4 Borrower has 4.4. Makers have no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 4.5. The Promissory Note and Loan Documents as modified herein are the legal, valid, and binding obligation of BorrowerMakers, enforceable against Borrower Makers in accordance with their terms. 5.6 Borrower 4.6. Makers are validly exists existing under the laws of the State of its formation or organization Delaware and has have the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of BorrowerMakers. This Agreement has been duly executed and delivered on behalf of BorrowerMakers.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to LenderBank: 5.1 4.1 No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender Bank in connection with the Loan from the most recent financial statement received by LenderBank. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as 2 modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to LenderBank: 5.1 4.1 No default or event of default under any of the Loan Documents as modified Modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender Bank in connection with the Loan from the most recent financial statement received by LenderBank. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to LenderBank: 5.1 4.1 No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender Bank in connection with the Loan from the most recent financial statement received by LenderBank. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and 5 to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower. 4.7 All Timeshare Documents (as defined in the Loan Agreement) remain in full force and effect and no amendments, modifications, restatements or supplements have been entered into since the execution of the Loan Agreement, except as disclosed to Bank in writing concurrently herewith. 4.8 The Fractional Interest in the Project owned by Borrower and encumbered by the Deed of Trust as of the date hereof is not less than 1800/9325.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower Maker represents and warrants to LenderBank: 5.1 4.1 No default or event of default under any of the Loan Documents as modified hereinhereby, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition conditions of Borrower Maker or any other person whose financial statement has been delivered to Lender Bank in connection with the Loan Promissory Note from the most recent financial statement received by LenderBank. 5.3 4.3 Each and all representations and warranties of Borrower Maker in the Loan Documents are accurate on the date hereof. 5.4 Borrower 4.4 Maker has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 4.5 The Promissory Note and Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower Maker in accordance with their terms. 5.6 Borrower 4.6 Maker is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of BorrowerMaker. This Agreement has been duly executed and delivered on behalf of BorrowerMaker.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 4.1 No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan Loans from the most recent financial statement received by Lender. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on and the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan Loans or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, valid and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 Borrower 4.6 Borrowing is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to LenderBank: 5.1 4.1 No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or bothbth, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower borrower or any other person whose financial statement has been delivered to Lender Bank in connection with the Loan from the most recent financial statement received by LenderBank. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action aciton by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.. 3

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 4.1 No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan from the most recent financial statement received by Lender. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof.. Exhibit 10.42 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to LenderLender that, as of the later of the Agreement Date and the Effective Date: 5.1 4.1 No default or event of default under any of the Loan Documents as modified hereinhereby, nor any event, event that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein Documents, has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition conditions of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan Note from the most recent financial statement received by Lender. 5.3 Each and all 4.3 All representations and warranties of Borrower in the Loan Documents are accurate on the date hereofaccurate. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified hereinDocuments. 5.5 4.5 The Note and the other Loan Documents as modified herein executed by Borrower are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 Borrower 4.6 Borrower, if not an individual, is validly exists existing under the laws of the State state of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified hereinDocuments. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to LenderBank: 5.1 No default or event 4.1 To the best of default Borrower’s knowledge, as of the date hereof, no Event of Default under any of the Loan Documents as modified herein, nor any event, that, with (other than violation of the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein Waived Covenant) has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender Bank in connection with the Loan from the most recent financial statement received by LenderBank. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Each of Borrower validly exists under the laws of is incorporated and/or organized and in good standing in the State of its formation or organization Delaware and is qualified to do business in the State of Arizona and in all other states in which Borrower’s qualification to do business is required and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to LenderBank: 5.1 4.1 No default or event of default under any of the Loan Revolver Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Revolver Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender Bank in connection with the Loan from the most recent financial statement received by LenderBank. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Revolver Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs setoffs with respect to the Loan or the Loan Revolver Documents as modified herein. 5.5 4.5 The Loan Revolver Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Revolver Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Revolver Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to LenderBank: 5.1 4.1 No default or event of default under any of the Loan Revolver Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Revolver Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender Bank in connection with the Loan from the most recent financial statement received by LenderBank. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Revolver Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Revolver Documents as modified herein. 5.5 4.5 The Loan Revolver Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Revolver Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Revolver Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to LenderBank: 5.1 4.1 No default or event of default under any of the Loan Revolver Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Revolver Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender Bank in connection with the Loan from the most recent financial statement received by LenderBank. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Revolver Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Revolver Documents as modified herein. 5.5 4.5 The Loan Revolver Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Revolver Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Revolver Documents as modified herein have been duly authorized by all requisite action by or on behalf of BorrowerXxxxxxxx. This Agreement has been duly executed and delivered on behalf of BorrowerXxxxxxxx. 4.7 The written consent to or approval of Collateral Agent to the modification of the Revolver Documents and all other matters in this Agreement is not required.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 4.1 No default or event of default under any of the Loan Documents as modified herein, nor nor, to Borrower’s knowledge, any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan from the most recent financial statement received by Lender. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate accurate, in all material respects, on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein.. 4875-6242-4074 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 No default or event 4.1 To the best of default Borrower’s knowledge, as of the date hereof, no Event of Default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender in connection with pursuant to the Loan Agreement from the most recent financial statement received by Lender. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower validly exists under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 4.1 No default or event of default under any of the Loan Documents as modified hereinhereby, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition conditions of Borrower or any other person whose financial statement has been delivered to Lender Bank in connection with the Loan Promissory Note from the most recent financial statement received by LenderBank. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 4.5 The Promissory Note and Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 4.1 No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan Line of Credit from the most recent financial statement received by Lender. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan Line of Credit or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower. The certifications, representations and warranties made to Bank in those certain Corporate Resolutions and Limited Liability Certificates of Borrower, dated December 9, 2005 remain true and correct as of the date of this Agreement.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 4.1 No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or of the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan Loans from the most recent financial statement received by Lender. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan Loans or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 4.1 No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be he a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan Line of Credit from the most recent financial statement received by Lender. 5.3 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan Line of Credit or the Loan Documents as modified herein. 5.5 4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 4.6 Borrower is validly exists existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower. The certifications, representations and warranties made to Bank in those certain Corporate Resolutions and Limited Liability Certificates of Borrower, dated December 9, 2005 remain true and correct as of the date of this Agreement.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender: 5.1 No default or event of default under any of the Loan Documents as modified hereinhereby, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing. 5.2 There has been no material adverse change in the financial condition conditions of Borrower or any other person whose financial statement has been delivered to Lender in connection with the Loan Promissory Note from the most recent financial statement received by Lender. 5.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof. 5.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein. 5.5 The Credit Agreement, Promissory Note and Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms. 5.6 Borrower is validly exists existing under the laws of the State state of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform perfonn the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.