Due Authorization. ​ has the legal capacity and authority to enter into this Agreement. All actions on ​’s part necessary for the authorization, execution and delivery of this Agreement and the performance of the obligations of ​ hereunder in the purchase of the Shares has been taken, and this Agreement constitutes a valid and legal binding obligation of ​ enforceable in accordance with its terms, except # as limited by applicable bankruptcy, 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.

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.

The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated herein and therein (including the purchase and acceptance of the Shares) will not conflict with or result in a breach by the Purchaser of, or constitute a default by the Purchaser under: # any contract, agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or # any existing applicable law, rule, published regulation, judgment, order or decree of any government, governmental

No Conflict; Government Consent. Neither the execution and delivery by [[Organization A:Organization]] of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof, will violate # any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on [[Organization A:Organization]] or any of its Subsidiaries or # [[Organization A:Organization]]’s or any of its Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be, or # the provisions of any indenture, instrument or agreement to which such [[Organization A:Organization]] or any of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on any Property of [[Organization A:Organization]] or any of its Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority (including FERC), or any subdivision thereof (any of the foregoing, an “Approval”), is required to be obtained by [[Organization A:Organization]] or any of its Subsidiaries in connection with the execution and delivery by [[Organization A:Organization]] of the Loan Documents, the borrowings by [[Organization A:Organization]] under this Agreement, the payment and performance by [[Organization A:Organization]] of its Obligations or the legality, validity, binding effect or enforceability against [[Organization A:Organization]] of any Loan Document, except for such Approvals which have been issued or obtained by [[Organization A:Organization]] and which are in full force and effect.

Conflict; No Further Modification. In the event of any conflict between the terms and provisions of the Lease and the terms and provisions of this Amendment, the terms and provisions of this Amendment shall prevail. Except as specifically set forth in this Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect.

Power and Authority; Due Authorization. The Borrower # has all necessary power, authority and legal right to # execute and deliver the Borrower Basic Documents, # carry out the terms of the Borrower Basic Documents and # grant the security interest in the Collateral on the terms and conditions herein provided and # has duly authorized by all necessary limited liability company action the execution, delivery and performance of the Borrower Basic Documents and the grant of the security interest in the Collateral on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Servicer # has all necessary power, authority and legal right to # execute and deliver the Servicer Basic Documents and # carry out the terms of the Servicer Basic Documents and # has duly authorized by all necessary corporate action the execution, delivery and performance of the Servicer Basic Documents.

Power and Authority; Due Authorization. It # has all necessary power and authority to execute, deliver and carry out the terms of the Basic Documents to which it is a party and # has duly authorized by all necessary action on its part the execution, delivery and performance of such Basic Documents.

Power and Authority; Due Authorization. It has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement.

an opinion of counsel covering the authorization, execution, delivery, compliance with law, no conflict with other documents, no consents and enforceability of the Subsidiary Guaranty against such Domestic Subsidiary.