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 a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Deliver to ​ on or before the twentieth (20th) day of each month as and for the prior month: # a Borrowing Base Certificate in form and substance satisfactory to ​ (which shall be calculated as of the last day of the prior month and which shall not be binding upon ​ or restrictive of ​'s rights under this Agreement); provided that during any Cash Dominion Period, the Borrowing Base Certificate shall be delivered weekly, on or before the third (3rd) Business Day of each week, # accounts receivable agings inclusive of reconciliations to the general ledger, # accounts payable schedules inclusive of reconciliations to the general ledger, each in form and substance satisfactory to ​, # an Inventory listing in form and substance satisfactory to ​, and # sales report/roll forward. In addition, each Loan Party will deliver to ​ at such intervals as ​ may require: # confirmatory assignment schedules, # copies of Customer's invoices, # evidence of shipment or delivery, # sales and cash receipts journals, and # such further schedules, documents and/or information regarding the Collateral as ​ may reasonably require including trial balances and test verifications. ​ shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this [Section 9.2] are to be in form reasonably satisfactory to ​ and executed by each Loan Party, as applicable, and delivered to ​ from time to time solely for ​'s convenience in maintaining records of the Collateral, and any Loan Party's failure to deliver any of such items to ​ shall not affect, terminate, modify or otherwise limit ​'s Lien with respect to the Collateral. Unless otherwise agreed to by ​, the items to be provided under this [Section 9.2] shall be delivered to ​ by the specific method of Approved Electronic Communication designated by ​.

Certificates. All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer quotation system upon which the Stock is then listed or traded and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

Certificates. The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents;

Certificates. The Permal Contributor shall have delivered to the EnTrust Contributor a certificate of the Permal Contributor, executed by an executive officer of the Permal Contributor, stating that the conditions set forth in [Sections 8.3(a), (b), (c) and (d)])])])] have been completed.

Based solely on the Good Standing Certificate, the ​ is validly existing as a corporation, in good standing under the laws of the State of New York.

[Based solely upon its respective Good Standing Certificate, each Subsidiary Guarantor is validly existing as a [corporation], in good standing under the laws of the State of ​].

Confirmation of Representations. ​ shall deliver, in connection with any Secondary Market Transaction, # one or more Officer’s Certificates certifying as to the accuracy of all representations made by ​ in the Loan Documents as of the date of the closing of such Secondary Market Transaction, and # certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of ​ and SPE Party as of the date of the Secondary Market Transaction.

Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.