Common use of Corporate Power; Authorization; Enforceable Obligations Clause in Contracts

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries has the corporate or other power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Credit Documents. This Agreement has been, and each other Credit Document to which the Company or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may be. This Agreement constitutes, and each other Credit Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company Borrower and its Subsidiaries the other Credit Parties has the corporate or other full power and authority, authority and the legal right, right to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary limited liability company or corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance by it of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, deliverydelivery or performance of any Credit Document by the Borrower or the other Credit Parties (other than those which have been obtained or which the failure to obtain would not, performancein the aggregate, have a Material Adverse Effect) or with the validity or enforceability of any Credit Document against the Credit DocumentsBorrower or the Guarantors. This Agreement has been, and each other Each Credit Document to which the Company or any of its Subsidiaries it is a party will be, has been duly executed and delivered on behalf of the Company Borrower or such Subsidiarythe other Credit Parties, as the case may be. This Agreement constitutes, and each other Each Credit Document to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of the Company Borrower or any of its Subsidiaries party thereto the Guarantors, as the case may be, enforceable against the Company Borrower or such Subsidiarythe other Credit Parties, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries has the corporate or other power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Credit Documents. This Agreement has been, and each other Credit Document to which the Company or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may be. This Agreement constitutes, and each other Credit Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries The Borrower has the corporate or other power and power, authority, and the legal right, to make, deliver and perform this Agreement, the Credit Notes and the other Loan Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance of this Agreement, the Credit Notes and the other Loan Documents to which it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrower) is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Credit Notes or the other Loan Documents. This Agreement has been, and each Note and other Credit Loan Document to which the Company or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, and each Note and other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto Borrower enforceable against the Company or such Subsidiary, as the case may be, Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Credit Parties has the corporate or other full power and authority, authority and the legal right, right to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary limited liability company or corporate or other action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance by it of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Credit Parties (other than those which have been obtained) or with the validity or enforceability of any Credit Document against the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). This Credit Agreement has been, and each other Credit Document to which the Company or any of its Subsidiaries is a party when delivered hereunder will behave been, duly executed and delivered on behalf of each of the Company or such Subsidiary, as the case may beCredit Parties party thereto. This Agreement constitutes, and each other Each Credit Document to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of each of the Company or any of its Subsidiaries party thereto Credit Parties, enforceable against the Company or such Subsidiary, as the case may be, Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Credit Parties has the corporate or other full power and authority, authority and the legal right, right to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance by it of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by any of the Credit Parties (other than those which have been obtained or those with respect to which the Borrower has reasonably concluded that the failure to obtain could not reasonably be expected to have a Material Adverse Effect) or with the validity or enforceability of any Credit Document against any of the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). This Agreement has been, and each other Each Credit Document to which the Company or any of its Subsidiaries it is a party will be, has been duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beapplicable Credit Party. This Agreement constitutes, and each other Each Credit Document to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto each such Credit Party, enforceable against the Company or such Subsidiary, as the case may be, Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries has the corporate or other power and authority, authority and the legal right, right to make, deliver and perform this Agreement and the Credit other Loan Documents to which it is a party and to borrow hereunder (in the case of the Company and any Subsidiary Borrower) and has taken all corporate or other action necessary corporate action to be taken by it to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance of the Credit Documents to which it is a partysuch actions. No consent consent, waiver or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be made or obtained by the Company or its Subsidiaries in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement and the Credit Documentsother Loan Documents to which it is a party, except (i) such as have been obtained or made and are in full force and effect and (ii) any SEC filings to be made in connection with the Refinancing. This Agreement has beenconstitutes, and each the other Credit Document Loan Documents to which the Company or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may be. This Agreement constitutes, and each other Credit Document to which it Subsidiary is a party when executed and delivered hereunder will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto and such Subsidiary, enforceable against the Company or and such Subsidiary, as the case may be, Subsidiary in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of The ------------------------------------------------------- Lessee, the Company General Partner and its Subsidiaries has JFC each have the corporate or other power and authority, and the legal right, and all governmental licenses, authorizations, consents and approvals, to makeexecute, deliver and perform this Master Agreement and the Credit other Operative Documents to which it each such Person is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings Transaction on the terms and conditions of this Master Agreement and to authorize the execution, delivery and performance of this Master Agreement and the Credit other Operative Documents to which it each such Person is a party. No consent approval, consent, exemption or authorization of, filing with, notice to or filing with or other act action by or in respect of, any Governmental Authority Authority, Business Association or any other Person is necessary or required in connection with the borrowings hereunder Transaction (except construction permits, licenses and approvals that are not yet required), the use of the proceeds thereof or with the execution, delivery, performance, validity or enforceability of this Master Agreement or the Credit Documentsother Operative Documents to which each such Person is a party. This Master Agreement has been, and each other Credit Operative Document to which the Company or any of its Subsidiaries each such Person is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beLessee and JFC. This Master Agreement constitutes, and each other Credit Document Operative Documents to which it the Lessee or JFC is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto Lessee and JFC, as applicable, enforceable against the Company or such SubsidiaryLessee and JFC, as the case may beapplicable, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries The ------------------------------------------------------- Borrower has the corporate or other power and power, authority, and the legal right, to make, deliver and perform this Agreement, the Credit Notes and the other Loan Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance of this Agreement, the Credit Notes and the other Loan Documents to which it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrower) is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Credit Notes or the other Loan Documents. This Agreement has been, and each Note and other Credit Loan Document to which the Company or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, and each Note and other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto Borrower enforceable against the Company or such Subsidiary, as the case may be, Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company Borrower and its Subsidiaries the other Credit Parties has the corporate or other full power and authority, authority and the legal right, right to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance by it of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Borrower or the other Credit Parties(other than those which have been obtained) or with the validity or enforceability of any Credit Document against the Credit DocumentsBorrower or the Guarantors. This Agreement has been, and each other Each Credit Document to which the Company or any of its Subsidiaries it is a party will be, has been duly executed and delivered on behalf of the Company Borrower or such Subsidiarythe other Credit Parties, as the case may be. This Agreement constitutes, and each other Each Credit Document to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of the Company Borrower or any of its Subsidiaries party thereto the Guarantors, as the case may be, enforceable against the Company Borrower or such Subsidiarythe other Credit Parties, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries The ------------------------------------------------------- Borrower has the corporate or other power and power, authority, and the legal right, to make, deliver and perform this Agreement, the Credit Notes and the other Loan Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance of this Agreement, the Credit Notes and the other Loan Documents to which it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrower) is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, each Note or the Credit other Loan Documents. This Agreement has been, and each Notes and other Credit Loan Document to which the Company or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, and each the Notes and other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto Borrower enforceable against the Company or such Subsidiary, as the case may be, Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries The Borrower has the corporate or other power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents and has taken all necessary corporate action to which it is a party authorize the execution, delivery and performance of the Loan Documents. The Borrower has the corporate power and authority, and the legal right to borrow hereunder and has taken all necessary corporate action to authorize the such borrowings on the terms and conditions of this Agreement and any Notes. Except for the execution, delivery and performance consent of the Required Lenders (as defined in the Existing Credit Documents to Agreement) under the Existing Credit Agreement, which it is a party. No has been obtained, no consent or authorization of, filing with, notice to or other act by or in respect of, of any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Credit DocumentsLoan Documents against the Borrower. This Agreement has been, and each other Credit Loan Document to which the Company or any of its Subsidiaries is a party will bebe when delivered, duly executed and delivered on behalf of by the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, and each other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto Borrower, enforceable against the Company or such Subsidiary, as the case may be, Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws relating to or affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Borrowers has the corporate or other power and power, authority, and the legal right, right to make, deliver and perform this Agreement, the Credit Documents Applications and each other Loan Document to which it is a party and to borrow hereunder and has taken all necessary corporate or other action to authorize the borrowings Extensions of Credit on the terms and conditions of this Agreement and each other Loan Document to which it is a party and to authorize the execution, delivery and performance of the Credit Documents this Agreement and each other Loan Document to which it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrowers) is required in connection with the borrowings Extensions of Credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Credit DocumentsNotes, the Applications or any other Loan Document. This Agreement has been, been and each other Credit Loan Document to which the Company or any of its Subsidiaries it is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, constitutes and each other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries Borrowers party thereto enforceable against the Company or such Subsidiary, as the case may be, Borrowers in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcyBankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries the other Credit Parties has the corporate or other full power and authority, authority and the legal right, right to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary limited liability company or corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance by it of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Company or the other Credit Parties (other than those which have been obtained) or with the validity or enforceability of any Credit Document against the Company or the other Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). This Agreement has been, and each other Each Credit Document to which the Company or any of its Subsidiaries it is a party will be, has been duly executed and delivered on behalf of the Company or such Subsidiarythe other Credit Parties, as the case may be. This Agreement constitutes, and each other Each Credit Document to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto the other Credit Parties, as the case may be, enforceable against the Company or such Subsidiaryother Credit Party, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Borrowers has the corporate or other power and power, authority, and the legal right, to make, deliver and perform the Credit Documents this Agreement and each other Loan Document to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings and the issuance of Letters of Credit on the terms and conditions of this Agreement and each other Loan Document to which it is a party and to authorize the execution, delivery and performance of the Credit Documents this Agreement and each other Loan Document to which it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrowers) is required in connection with the borrowings or issuance of Letters of Credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Credit DocumentsNotes or any other Loan Document. This Agreement has been, been and each other Credit Loan Document to which the Company or any of its Subsidiaries it is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, constitutes and each other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party Borrowers parties thereto enforceable against the Company or such Subsidiary, as the case may be, Borrowers in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries The Borrower has the corporate or other power and power, authority, and the legal right, to make, deliver and perform this Agreement, the Credit Notes and the other Loan Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance of this Agreement, the Credit Notes and the other Loan Documents to which it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrower) is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Credit Notes or the other Loan Documents. This Agreement has been, and each Note and other Credit Loan Document to which the Company or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, and each Note and other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto Borrower DMEAST #27397236 v4 enforceable against the Company or such Subsidiary, as the case may be, Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries The Borrower has the corporate or other power and power, authority, and the legal right, to make, deliver and perform this Agreement, the Credit Notes and the other Loan Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance of this Agreement, the Credit Notes and the other Loan Documents to which it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrower) is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Credit Notes or the other Loan Documents. This Agreement has been, and each Note and other Credit Loan Document to which the Company or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, and each Note and other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto Borrower enforceable against the Company or such Subsidiary, as the case may be, Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries FirstCity Consumer has the corporate or other power and authority, and the legal right, as a Texas corporation, to make, deliver and perform this Credit Agreement and the Credit Documents other Facility Agreements to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Credit Agreement and the other Facility Agreements to which it is a party and to authorize the execution, delivery and performance of this Credit Agreement and the Credit Documents other Facility Agreements to which it is a party. No consent All consents or authorization authorizations of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained, made or given by it in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Credit Agreement or the Credit Documentsother Facility Agreements to which it is a party have been so obtained, made or received. This Credit Agreement has been, and each other Credit Document Facility Agreement to which the Company or any of its Subsidiaries it is a party will be, has been duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beFirstCity Consumer. This Credit Agreement constitutes, and each other Credit Document Facility Agreement to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto FirstCity Consumer enforceable against the Company or such Subsidiary, as the case may be, FirstCity Consumer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries The ------------------------------------------------------- Borrower has the corporate or other power and authority, authority and the legal right, right to make, execute, deliver and perform its obligations under this Agreement, its Security Agreement and the Revolving Credit Documents to which it is a party Note, and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement, its Security Agreement and the Revolving Credit Note and to authorize the execution, delivery and performance of this Agreement, its Security Agreement and the Revolving Credit Documents to which it is a partyNote. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or of any other Person (including stockholders and creditors of the Borrower) or any Governmental Authority, is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, its Security Agreement or the Revolving Credit DocumentsNote. This Agreement, its Security Agreement has been, and each other the Revolving Credit Document to which the Company or any of its Subsidiaries is a party Note will be, be duly executed and delivered on behalf of the Company or such SubsidiaryBorrower and this Agreement, as its Security Agreement and the case may be. This Agreement constitutesRevolving Credit Note, and each other Credit Document to which it is a party when executed and delivered delivered, will constitute, each constitute a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto Borrower enforceable against the Company or such Subsidiary, as the case may be, Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)generally.

Corporate Power; Authorization; Enforceable Obligations. Each of the The Company and its Subsidiaries has the corporate or other power and authority, and the legal right, authority to make, deliver and perform the Credit Loan Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Credit DocumentsLoan Documents to which the Company is a party, except for any failure to obtain any such consent or authorization or make any such filing in connection with the borrowings hereunder that would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each other Credit Loan Document to which the Company or any of its Subsidiaries it is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beCompany. This Agreement constitutes, and each other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto enforceable against the Company or such Subsidiary, as the case may be, it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Credit Parties has the corporate or other full power and authority, authority and the legal right, right to make, deliver and perform the Credit Note Purchase Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance by it of the Credit Note Purchase Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Note Purchase Document by any of the Credit Parties (other than those which have been obtained) or with the validity or enforceability of any Note Purchase Document against any of the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Note Purchase Documents). This Agreement has been, and each other Credit Each Note Purchase Document to which the Company or any of its Subsidiaries it is a party will be, has been duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beapplicable Credit Party. This Agreement constitutes, and each other Credit Each Note Purchase Document to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto each such Credit Party, enforceable against the Company or such Subsidiary, as the case may be, Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Borrowers has the corporate or other power and power, authority, and the legal right, right to make, deliver and perform this Agreement, the Credit Documents Applications and each other Loan Document to which it is a party and to borrow hereunder and has taken all necessary corporate or other action to authorize the borrowings Extensions of Credit on the terms and conditions of this Agreement and each other Loan Document to which it is a party and to authorize the execution, delivery and performance of the Credit Documents this Agreement and each other Loan Document to which it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrowers) is required in connection with the borrowings Extensions of Credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Credit DocumentsNotes, the Applications or any other Loan Document. This Agreement has been, been and each other Credit Loan Document to which the Company or any of its Subsidiaries it is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, constitutes and each other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries Borrowers party thereto enforceable against the Company or such Subsidiary, as the case may be, Borrowers in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Credit Parties has the corporate or other full power and authority, authority and the legal right, right to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary limited liability company or corporate or other action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance by it of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Credit Parties (other than those which have been obtained) or with the validity or enforceability of any Credit Document against the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). This Credit Agreement has been, and each other Credit Document to which the Company or any of its Subsidiaries is a party when delivered hereunder will behave been, duly executed and delivered on behalf of each of the Company or such Subsidiary, as the case may beCredit Parties party thereto. This Agreement constitutes, and each other Each Credit Document to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of each of the Company or any of its Subsidiaries party thereto Credit Parties, enforceable against the Company or such Subsidiary, as the case may be, Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Borrowers has the corporate or other power and power, authority, and the legal right, right to make, deliver and perform the Credit Documents this Agreement and each other Loan Document to which it is a party and to borrow hereunder and has taken all necessary corporate or other action to authorize the borrowings Loans on the terms and conditions of this Agreement and each other Loan Document to which it is a party and to authorize the execution, delivery and performance of the Credit Documents this Agreement and each other Loan Document to which it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrowers) is required in connection with the borrowings Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Credit DocumentsNotes or any other Loan Document. This Agreement has been, been and each other Credit Loan Document to which the Company or any of its Subsidiaries it is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, constitutes and each other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries Borrowers party thereto enforceable against the Company or such Subsidiary, as the case may be, Borrowers in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Borrowers has the corporate or other power and power, authority, and the legal right, right to make, deliver and perform this Agreement, the Credit Documents Applications and each other Loan Document to which it is a party and to borrow hereunder and has taken all necessary corporate or other action to authorize the borrowings Extensions of Credit on the terms and conditions of this Agreement and each other Loan Document to which it is a party and to authorize the execution, delivery and performance of the Credit Documents this Agreement and each other Loan Document to which it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrowers) is required in connection with the borrowings Extensions of Credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Credit DocumentsNotes, the Applications or any other Loan Document. This Agreement has been, been and each other Credit Loan Document to which the Company or any of its Subsidiaries it is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beBorrower. This Agreement constitutes, constitutes and each other Credit Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries Borrowers party thereto enforceable against the Company or such Subsidiary, as the case may be, Borrowers in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the The Company and each of its Subsidiaries has the corporate or other power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Credit Documents. This Agreement has been, and each other Credit Document to which the Company or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may be. This Agreement constitutes, and each other Credit Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).. 1.6 1.7

Corporate Power; Authorization; Enforceable Obligations. Each of the Company Borrower and its Subsidiaries has the corporate or other power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Credit Documents. This Agreement has been, and each other Credit Document to which the Company Borrower or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company Borrower or such Subsidiary, as the case may be. This Agreement constitutes, and each other Credit Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Company Borrower or any of its Subsidiaries party thereto enforceable against the Company Borrower or such Subsidiary, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Credit Party has the corporate or other power and authority, and the legal right, to make, deliver and perform this Agreement and the Credit other Loan Documents to which it is a party and and, with respect to the Borrowers, to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of, or the granting of any security interests under, this Agreement and the other Loan Documents and to authorize the execution, delivery and performance of this Agreement and the Credit other Loan Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of, or the granting of any security interests under, this Agreement or the other Loan Documents to which any Credit DocumentsParty is a party. This Agreement has been, and each of the other Credit Document to which the Company or any of its Subsidiaries is a party will be, Loan Documents has been duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beCredit Party thereto. This Agreement constitutes, and each of the other Credit Document to which it is a party when executed and delivered will constitute, Loan Documents constitutes a legal, valid and binding obligation of the Company or any of its Subsidiaries party Credit Party thereto enforceable against the Company or such Subsidiary, as the case may be, Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company and its Subsidiaries Borrowers has the corporate or other power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and to borrow hereunder and hereunder. Each of the Borrowers has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance of the Credit Documents to which it is a partyAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Credit Documents. This this Agreement has been, and each other Credit Document to which the Company or any of its Subsidiaries is the other Loan Documents, except consents, authorizations, filings and notices described in Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a party will be, Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of the Company or such Subsidiary, as the case may beeach Borrower that is a party thereto. This Agreement constitutes, and each other Credit Loan Document to which it is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of the Company or any of its Subsidiaries each Borrower that is a party thereto thereto, enforceable against the Company or each such Subsidiary, as the case may be, Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at lawLaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Company Borrower and its Subsidiaries the other Credit Parties has the corporate or other full power and authority, authority and the legal right, right to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance by it of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Borrower or the other Credit Parties (other than those which have been obtained) or with the validity or enforceability of any Credit Document against the Credit DocumentsBorrower or the Guarantors. This Agreement has been, and each other Each Credit Document to which the Company or any of its Subsidiaries it is a party will be, has been duly executed and delivered on behalf of the Company Borrower or such Subsidiarythe other Credit Parties, as the case may be. This Agreement constitutes, and each other Each Credit Document to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of the Company Borrower or any of its Subsidiaries party thereto the Guarantors, as the case may be, enforceable against the Company Borrower or such Subsidiarythe other Credit Parties, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).