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.

Organization, Good Standing and Qualification. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to execute, deliver and perform its obligations under this Note. The Company is qualified to do business and is in good standing in each jurisdiction in which the failure so to qualify or be in good standing would have a Material Adverse Effect, and has all requisite power and authority to own its assets and carry on its business.

a Certificate of Existence with Status of Good Standing (or its equivalent) for the Seller, certified as of the most recent practicable day by the Secretary of State of the State of Nevada; and

certificate of existence of the Secretary of State of California, certifying as of a recent date that the Company is duly organized, validly existing and in good standing under the laws of that State;

to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization;

A certificate dated as of a recent date from the Secretary of State of the State of West Virginia and, to the effect that Seller validly exists and is in good standing in such jurisdiction.

Attached hereto as [Exhibit D] are complete and correct copies as of a recent date of the certificate of good standing for the Company, the certificate of existence for ​ of North Carolina, LLC and the certificates of fact for each of [[Organization B:Organization]], [[Organization C:Organization]] and [[Organization D:Organization]].

A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the applicable Closing Date, to the effect that the General Partner, the Partnership and each Material Subsidiary is in good standing (or certificate of similar import) in its jurisdiction of formation;

UCC Searches/Other Information. Bank shall have a certified UCC search covering Borrowers, as debtor, from the central filing office of the State of North Dakota, the State of Montana, and such other jurisdictions as the Bank reasonably deems necessary or appropriate, and the Bank shall receive such other information, certificates (including a current good standing certificate issued by the North Dakota Secretary of State as to Borrower's status in North Dakota, and a good standing certificate issued by the Montana Secretary of State as to Borrower's status in Montana), resolutions, documents and assurances as Bank shall reasonably request.

A certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the [[Organization A:Organization]].