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.

a certificate as of a recent date of the Secretary of State of the State of New York to the effect that the Seller is duly organized, existing and in good standing in the State of New York;

The Company shall have delivered to Creditor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized.

The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of Delaware as of a date within ten (10) days of the Closing Date.

certificates of good standing and existence for each Credit Party, in each state in which each such Person is organized, which certificate shall be dated a date not sooner than 30 days prior to Amendment No. 1 Effective Date; and

Agent shall have received, in form and substance satisfactory to Agent, a certificate of status with respect to each Loan Party, dated within twenty (20) days of the date hereof (or such earlier date as Agent may agree), such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction;

Officer’s Certificate. An officer’s certificate of [[Organization C:Organization]] substantially in the form of Exhibit B attached hereto which shall include # certified copies of the organizational documents of [[Organization C:Organization]] and # a certified copy of a good standing certificate from the jurisdiction of organization of [[Organization C:Organization]], dated as of no earlier than the date ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder.

that attached to such certificate are # a true and complete copy of the certificate of incorporation and bylaws of such Loan Party, as in full force and effect on the Effective Date, and # a true and complete copy of a certificate from the appropriate Governmental Authority of the jurisdiction of incorporation or organization of such Loan Party certifying that such Loan Party is validly existing and in good standing in such jurisdiction, dated a recent date prior to the Effective Date, and # true and complete copies of certificates from the appropriate Governmental Authority of each jurisdiction in which any Loan Party owns Oil and Gas Properties constituting Collateral evidencing that such Loan Party is in good standing and authorized to do business in such jurisdiction, dated a recent date prior to the Effective Date;

Closing Certificate. The Administrative Agent shall have received # a certificate of each Loan Party party hereto on the date hereof, dated the Closing Date, substantially in the form of Exhibit C-11], with appropriate insertions and attachments, # a long form good standing certificate for each Loan Party from its jurisdiction of organization, incorporation or other organization, as applicable, and # a certificate from a Responsible Officer of the Borrower, substantially in the form of Exhibit C-22].

Organization and Qualification. The Buyer is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing.