Authorization. Each party to this Amendment hereby represents and warrants to the other parties that the execution, delivery and performance of this Amendment has been duly authorized by each such party, that this Amendment constitutes a valid and binding obligation of such party, and the performance of its terms will not constitute a violation of any limited partnership agreement, operating agreement, bylaws, or any agreement or instrument to which such party is a party.

Authorization. Subject to the terms and conditions of this Agreement, the Company hereby appoints HFG to act on a best efforts basis as its consultant during the Authorization Period (as hereinafter defined, in Section 3, below). HFG hereby accepts such appoint, with it being expressly acknowledged that HFG is acting in the capacity of independent contractor and not as agent of the Company.

Authorization. The execution, delivery and performance of this Agreement, the other Loan Documents and the [[Organization C:Organization]] Guarantee to which the [[Organization A:Organization]] or [[Organization C:Organization]] is or is to become a party and the transactions contemplated hereby and thereby # are within the corporate authority of the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, # have been duly authorized by all necessary corporate proceedings, # do not conflict with or result in any breach or contravention of any provision of any law, statute, rule or regulation to which the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be is subject or any material judgment, order, writ, injunction, license or permit applicable to the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, except where any such conflict, breach, or contravention would not have a material adverse effect on the business, properties or financial condition of the [[Organization A:Organization]] and [[Organization C:Organization]] and their Subsidiaries, taken as a whole, a material adverse effect on the ability of the [[Organization A:Organization]] to perform its obligations under the Loan Documents and [[Organization C:Organization]] to perform its obligations under the [[Organization C:Organization]] Guarantee or a material adverse effect on the validity or enforceability of the Loan Documents or the [[Organization C:Organization]] Guarantee, and # do not conflict with any provision of the corporate charter, as amended, or bylaws, as amended, of, or any material agreement or other material instrument binding upon, the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be. This Agreement, each other Loan Document to which the [[Organization A:Organization]] is a party and the [[Organization C:Organization]] Guarantee have been duly executed and delivered by the [[Organization A:Organization]]. The [[Organization C:Organization]] Guarantee has been duly executed and delivered by [[Organization C:Organization]].

Authorization. By its signature, each Person executing this Intercreditor Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Intercreditor Agreement.

Authorization. This Agreement constitutes such Investor's valid and legally binding obligation, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Investor has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.

Authorization. Each of the Borrower and the Parent has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrower and the Parent and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its respective te rms except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.

Authorization. Seller has full legal capacity to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party have been duly authorized by all necessary action on the part of such Seller. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by such Seller. This Agreement constitutes, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when so duly executed and delivered, a valid and binding obligation of such Seller, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The Construction and Operation Agreement, Regulatory Authorization and Contract Agency Authorization of the other two companies to [[Power Company:Organization]] for the 1975 Unit, all dated January 6, 1970, are hereby extended and enlarged to cover the 1978 Unit as well, and [[Power Company:Organization]] is hereby granted the same authority with respect to the 1978 Unit and the jointly owned substation of Section 4 # to enter into purchase order contracts and to do all other acts as is provided for in said agreements. This authorization shall take effect immediately and shall continue unless and until a site is chosen outside of the service area of the agent company.

Due Authorization. All corporate action on the part of AVRS necessary for the authorization, execution and delivery of the Agreement and the performance of the obligations of AVRS hereunder, and the authorization, issuance, sale and delivery of the Shares has been taken, and this Agreement constitutes a valid and legally binding obligation of AVRS, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.