Common use of Power, Authority, Consents Clause in Contracts

Power, Authority, Consents. Each Borrower has the power to execute, deliver and perform this Agreement, the Notes and the Security Documents to be executed by it, and to borrow hereunder. Each Borrower has taken all necessary action to authorize (i) the borrowing hereunder on the terms and conditions of this Agreement, (ii) the execution, delivery and performance of this Agreement, the Notes, the Security Documents to be executed by it and all other agreements, instruments and documents provided for herein or therein. No consent or approval of any person (including, without limitation, any stockholder of the Borrowers), no consent or approval of any landlord or mortgagee, no waiver of any lien or right of distraint or other similar right and no consent, license, approval, authorization or declaration of any governmental authority, bureau or agency, is or will be required in connection with the execution, delivery or performance by any Borrower, as the case may be, or the validity, enforcement or priority of, this Agreement, the Notes, the Security Documents (or any Lien created and granted thereunder) or any other agreements, instruments or documents to be executed or delivered pursuant hereto or thereto, except as set forth on Exhibit 3.2 annexed hereto, each of which either will have been duly and validly obtained on or prior to the date hereof and will then be in full force and effect, or is designated on Exhibit 3.2 as waived by the Agent.

Power, Authority, Consents. Each Borrower and each Loan Party has the power to execute, deliver and perform this Agreement, the Notes Loan Documents and the Security Transaction Documents to be executed by it, and it or him; each Borrower has the power to borrow hereunder. Each Borrower hereunder and has taken all necessary corporate action to authorize (i) the borrowing hereunder on the terms and conditions of this Agreement, (ii) and each Borrower and each Loan Party has taken all necessary action, corporate or otherwise, to authorize the execution, delivery and performance of this Agreement, the Notes, Loan Documents and the Security Transaction Documents to be executed by it and all other agreements, instruments and documents provided for herein or thereinhim. No consent or approval of any person Person (including, without limitation, any stockholder of the Borrowersany Borrower), no consent or approval of any landlord or mortgagee, no waiver of any lien Lien or right of distraint or other similar right and no consent, license, approval, authorization or declaration of any governmental authority, bureau or agency, is or will be required in connection with the execution, delivery or performance by any Borrower, as the case may beBorrower or any other Loan Party, or the validity, enforcement or priority ofpriority, this Agreement, of the Notes, the Security Loan Documents (or any Lien created and granted thereunder) , or any other agreements, instruments or documents to be executed or delivered pursuant hereto or theretothe Transaction Documents, except as set forth on Exhibit 3.2 F annexed hereto, each of which either will have has been duly and validly obtained on or prior to the date hereof of this Agreement and will then be is now in full force and effect, or is designated on Exhibit 3.2 F as waived by the Agent, provided, however, that waiver with respect to any consent which individually is material shall require the approval of the Majority Banks.