(a) Borrower is a company duly incorporated, validly existing and in good standing under the laws of State of Nevada, is duly qualified as a foreign corporation and is in good standing in each jurisdiction as to which the location of its assets or the nature of its business makes qualification necessary or desirable and has all power, corporate or otherwise, to conduct its business and to own, or hold under lease, its assets, and to execute and deliver, and to perform all of its obligations under each of the Loan Documents. (b) The execution, delivery and performance by Borrower of each Loan Document to which it is or will be a party are within Borrower's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) Borrower's charter or bylaws, (ii) any law, rule, regulation (including, without limitation, Regulation G,U or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award binding on or affecting Borrower or any of its properties, (iii) the terms of any license, permit, certificate, authorization, qualification or other right or approval with respect to the business of Borrower, or (iv) any contractual restriction binding on or affecting Borrower or any of its properties, and Borrower is not in violation of or in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination, award or restriction or of the terms of any license, permit, certificate, authorization, qualification or other approval. (c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority, regulatory body or other Person is required for the due execution, delivery and performance by Borrower of any Loan Document to which it is or will be a party. (d) This Agreement is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms. Each other Loan Document to which Borrower will be a party will, upon execution and delivery thereof, be the legal, valid and binding obligation of enforceable against Borrower in accordance with its terms. (e) The Borrower is a startup business. The Borrower shall supply the financial statements to the Lender annually, certified by the chief financial officer of the Borrower, which fairly present the financial condition of the Borrower. (f) There is no action, suit, or administrative or other proceeding, investigation or review process pending or, to the knowledge of Borrower, threatened in any court or governmental department, commission, board, bureau, arbitrator, agency or instrumentality, domestic or foreign, (i) which relates to any material aspect of the transactions contemplated by any Loan Document (ii) which relates to Borrower or any of the property (whether real or personal) of Borrower and which may adversely affect the legality, validity or enforceability of any Loan Document, or have a material adverse effect on the business, condition (financial or otherwise), operations, prospects, performance or properties of Borrower. To the knowledge of the Borrower, no preliminary or permanent injunction, order or other restraint has been issued by any court or other governmental authority and is in effect that prohibits the making of the Advance. (g) Borrower has filed, or will file within ninety (90) days of the execution of this Agreement, all tax returns (federal, state and local) required to be filed by it or has paid or caused to be paid all taxes due and payable for the periods covered thereby, including interest and penalties. (h) All information and reports requested by the Lender and furnished in writing by or on behalf of Borrower or made available to the Lender relating to the condition (financial or otherwise), operations, business, properties, performance or prospects of the Borrower or otherwise in connection with the transactions contemplated |