To induce Lender to make the advance requested above, the undersigned hereby certifies to Lender as follows:

1.

All information, including without limitation, all representations, exhibits, financial statements and other materials, submitted to Lender by Borrower or any affiliate in connection with or in support of the Loan continues to be correct and accurate as of the date hereof; and

2.

Except as may have been previously disclosed to Lender, there is no outstanding, pending or threatened litigation against the undersigned or affecting Borrower or any surety of any of Borrower’s obligations to Lender, or the collateral for the Loan which would affect any such person or entity or said collateral in any material adverse way; and

3.

Neither Borrower nor any other surety of any of Borrower’s obligations to Lender, has suffered or incurred any material adverse financial change since the date of the last financial statement submitted by such person or entity to Lender; and

4.

Borrower has not breached any term, provision, representation, warranty, or covenant contained in any Loan Documents, each of the representations, warranties, and covenants of each such person contained in each of the Loan Documents is true and correct as of the date hereof; and

5.

No event or series of events, that the Lender has not been made aware of, has or have intervened since the date Borrower initially executed and delivered the Note, which would either individually or collectively adversely affect the collateral for the Loan in any material way.