Authorization of Parent. Each Foreign Subsidiary Borrower hereby authorizes the Parent to give on behalf of such Foreign Subsidiary Borrower all notices, consents and other communications that may be given by such Foreign Subsidiary Borrower under or in connection with this Agreement or any other Facility Document, and to receive on behalf of such Foreign Subsidiary Borrower all notices, consents and other communications that may be given to such Foreign Subsidiary Borrower under or in connection with this Agreement or any other Facility Document (in each case, irrespective of whether or not such notice, consent or other communication is expressly provided elsewhere in this Agreement to be given or received by the Parent on behalf of such Foreign Subsidiary Borrower). Such notices, consents and other communications may include Borrowing Requests, notices as to continuations, conversions and prepayments of Loans, notices and demands in connection with Events of Default, and notices and demands in connection with the exercise by the Administrative Agent or any Lender of remedies. Such notices, consents and other communications may be given by or to the Parent in its own name or in the name of such Foreign Subsidiary Borrower. The authority given by each Foreign Subsidiary Borrower in this Section is coupled with an interest and is irrevocable until all the Revolving Credit Commitments of the Lenders have expired or been terminated and all the obligations of such Foreign Subsidiary Borrower under this Agreement and the other Facility Documents have been paid in full.
Authorization of Parent. Subject to the receipt of any necessary approvals of any Governmental Entity and Self Regulatory Authority, the execution and delivery by Parent and Securities as of this Agreement and of each of the agreements, documents and instruments to be executed and delivered by it pursuant hereto, the performance by Parent and Securities, as the case may be, of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of and Parent and Securities have all necessary corporate power and authority with respect thereto. Subject to the receipt of any necessary approvals of any Governmental Entity and Self Regulatory Authority, this Agreement is, and when executed and delivered, each of the other agreements, documents and instruments to be executed and delivered by Parent and Securities in connection with this Agreement will be, assuming the due authorization, execution and delivery of each such agreement by all of the other parties thereto, the valid and binding agreement of Parent and Securities, enforceable against Parent and Securities in accordance with their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors, rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Authorization of Parent. Each Borrower hereby authorizes the Parent to give on behalf of such Borrower all notices, consents and other communications that may be given by such Borrower under or in connection with this Agreement or any other Facility Document, and to receive on behalf of such Borrower all notices, consents and other communications that may be given to such Borrower under or in connection with this Agreement or any other Facility Document (in each case, irrespective of whether or not such notice, consent or other communication is expressly provided elsewhere in this Agreement to be given or received by the Parent on behalf of such Borrower). Such notices, consents and other communications may include Borrowing Requests, notices as to continuations and prepayments of Loans, notices and demands in connection with Events of Default, and notices and demands in connection with the exercise by the Administrative Agent or any Lender of remedies. Such notices, consents and other communications may be given by or to the Parent in its own name or in the name of such Borrower. The authority given by each Borrower in this Section is coupled with an interest and is irrevocable until all the Revolving Credit Commitments of the Lenders have expired or been terminated and all the obligations of such Borrower under this Agreement and the other Facility Documents have been paid in full.
Authorization of Parent. 82 Section 12.12. Integration............................................ 83 Section 12.13. GOVERNING LAW.......................................... 83 Section 12.14. Confidentiality........................................ 83 Section 12.15. Treatment of Certain Information....................... 84 Section 12.16. Judgment Currency...................................... 84 Section 12.17. Counterparts........................................... 85 Section 12.18.
Authorization of Parent. The execution and delivery by Parent and Merger Sub as of this Agreement, and the execution and delivery by LRM of the TCD Security Agreement and the TCD Guaranty, and of each of the agreements, documents and instruments to be executed and delivered by it pursuant hereto, the performance by Parent, Merger Sub or LRM, as the case may be, of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of Parent, Merger Sub and LRM, as the case may be, and each of Parent, Merger Sub and LRM have all necessary corporate (or limited liability company) power and authority with respect thereto. This Agreement is, and when executed and delivered, each of the other agreements, documents and instruments to be executed and delivered by Parent and Merger Sub in connection with this Agreement will be, assuming the due authorization, execution and delivery of each such agreement by all of the other parties thereto, the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms, and each of the TCD Security Agreement and the TCD Guaranty is, and when executed and delivered, each of the other agreements, documents and instruments to be executed and delivered by LRM in connection therewith will be, assuming the due authorization, execution and delivery of each such agreement by all of the other parties thereto, the valid and binding agreement of LRM, enforceable against LRM in accordance with its and their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors, rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
