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.

Good Standing Certificates and Certified Charters. A certificate issued by the Secretary of State of Delaware indicating that the Company is in good standing within such jurisdiction and the Company’s Certificate of Incorporation certified by the Secretary of State of Delaware. A certificate issued by the Secretary of the State of New Jersey indicating that Seller is in good standing within such jurisdiction and Seller’s Certificate of Incorporation certified by the Secretary of State of New Jersey.

Article #The Company is validly existing and in good standing under the laws of its jurisdiction of incorporation.

It is duly formed, organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and is in good standing in every jurisdiction where the nature of its business requires it to be so qualified.

Organization and Good Standing. Provider is a corporation duly organized, validly existing and in good standing under the laws of Utah. Provider has all necessary power to own all of its properties and assets and to carry on its business as now being conducted.

Organization and Good Standing. Manager is a limited liability company organized and validly existing and in good standing under the laws of the State of Utah.

Organization and Good Standing. It is a validly existing corporation in good standing under the laws of the State of Delaware and has full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. ENZB is duly organized, validly existing and in good standing, with all the requisite power and authority to carry on the business in which it is engaged, and to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

Organization and Good Standing. Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Newfoundland and Labrador and has, or will have as of the Effective Date, the requisite power and authority to execute and deliver this Guaranty Agreement and to perform its obligations hereunder.

Certificate of Good Standing. The Administrative Agent shall have received a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization.