Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Alabama and has the corporate power and authority to own or lease its assets and to carry on its business as it is currently being conducted.  Seller is not in default under or in violation of any provisions of its Articles of Incorporation or bylaws.  True and correct copies of Seller’s Articles of Incorporation and bylaws, as in effect on the date hereof, have been delivered or made available by Seller to Purchaser.