Due Incorporation and Good Standing. AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

Due Organization. Borrower is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware and is duly qualified to conduct business in all jurisdictions where its failure to do so could reasonably be expected to have a Material Adverse Effect on Borrower.

Organization, Good Standing, Qualification, and Authority. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of Florida and is authorized to transact business in the state of Florida. Purchaser has full corporate power and authority to carry on its business as and where now conducted and to own or lease and operate its properties as and where now owned, leased or operated. Purchaser is duly qualified to do business and is in good standing in every jurisdiction in which the property owned, leased or operated by Purchaser or the business to be conducted by Purchaser make such qualification necessary.

Organization and Standing. The Company is duly formed, validly existing and in good standing under the laws of the state of Delaware. The Company has all requisite power and authority to own, license and operate its properties, to carry on its business as now conducted and as proposed to be conducted and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.

all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and

It is duly formed, organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and is in good standing in every jurisdiction where the nature of its business requires it to be so qualified.

Due Incorporation, Qualification, etc. [[Organization B:Organization]] is duly organized and validly existing in good standing as a corporation under the laws of the State of Wyoming. [[Organization B:Organization]] has the full requisite corporate power and authority to own, lease and operate its properties and assets it currently owns, leases and operates, and to carry on its business as presently conducted.

SECTION # Organization; Powers. Each Loan Party and each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required.

Parent and each Loan Party # is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, # is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and # has all requisite power and authority under its Governing Documents and applicable law to own and operate its properties, to carry on its business as now conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization: Authorny of Cahas. Cahas is a limited liability company duiy organized, validly existing and in good standing under the laws of the State of Virginia. Cahas has full right, power and authority to own its properties and assets, and to carry on its business as now being conducted. Cahas is not in breach or violation of any provision of its Charter, Operating Agreement, or any other agreement material to its operation and its ability 10 enter into and effect the transactions contemplated by this Agreement.