The Maker (a) is a corporation duly organized and validly existing and in good standing under the laws of the Commonwealth of Virginia, (b) is duly registered or qualified as a corporation authorized to do business in every jurisdiction where the failure to be so registered or qualified would have a material adverse effect on the Maker, its business, operations or financial condition (considered as a whole), the ability of the Maker to pay its obligations under this Note, the validity or enforceability of this Note or the rights or remedies of the Noteholder against the Maker under this Note (a “ Material Adverse Effect ”) and (c) has the requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.