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200214388 Loan Documents has occurred and is continuing. Lender reserves the right to declare any existing default which subsequently comes to the attention of Lender. 2. Organization and Authority of Borrower. Borrower represents and warrants to Lender as follows: (a) Borrower is a limited liability company, duly formed and validly existing under the laws of the state of Colorado, and duly qualified to transact business under the laws of the state in which the Property is located. The taxpayer identification number of the Borrower is 68- 0526832. The organizational ID number of the Borrower is 20021276983. (b) No proceeding is pending for the dissolution or annulment of Borrower, and all license and franchise taxes due and payable by Borrower have been paid in full. (c) Borrower has the full power and authority to enter into and perform this Agreement and to assume the Loan. The execution, delivery and performance of this Agreement and the other documents contemplated herein by Borrower (1) has been duly and validly authorized by all necessary action on the part of Borrower, (2) does not conflict with or result in a violation of Borrower's organizational documents or any judgment, order or decree of any court or arbiter in any proceeding to which Borrower is a party, and (3) does not conflict with, or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument by which Borrower is bound or to which Borrower is a party. 3. Consent of Lender. Lender hereby consents to the sale of the Property by Prior Owner to Borrower and agrees that such sale shall not constitute a default under the Loan Documents. Notwithstanding the foregoing, this consent to the transfer of the Property shall not be deemed to be a waiver of the right of the Lender under the Deed of Trust or the other Loan Documents to prohibit or to deny consent to any future transfers of the Property or any interest therein in accordance with the provisions of the Deed of Trust and other Loan Documents. From and after the Effective Date, references in the Loan Documents to "Maker," .. Truster, " "Mortgagor," .. Debtor," `Borrower," or other similar references that prior to the Effective Date referred to Prior Owner shall refer to Borrower. 4. Assumption and Ratification. Borrower hereby assumes and agrees to comply with all covenants and obligations contained in the Loan Documents and henceforth shall be bound by all the terms thereof. Without limiting the foregoing, Borrower hereby assumes and agrees to pay in full as and when due all payments, the obligations and other indebtedness evidenced by the Note. As assumed hereby, the Loan Documents shall remain in full force and effect. The Borrower hereby adopts, ratifies and confirms as of the Effective Date all of the representations, warranties and covenants of Prior Owner contained in the Loan Documents. 5. Representations and Warranties. Borrower hereby represents and warrants to Lender as follows: 4 AO 9299041