Common use of Borrower Agent Clause in Contracts

Borrower Agent. (a) Parent Borrower is hereby appointed by each of the Borrowers as its contractual representative hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Agent to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Agent agrees to act as such contractual representative upon the express conditions contained in this Section 9.23. Additionally, the Borrowers hereby appoint the Borrower Agent as their agent to receive, to the extent so requested by such Borrower, the proceeds of the Loans in its account(s), at which time the Borrower Agent shall promptly disburse such Loans to the appropriate Borrower(s). The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Agent or any Borrower for any action taken or omitted to be taken by the Borrower Agent or the Borrowers pursuant to this Section 9.23. (b) The Borrower Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Agent shall have no implied duties to the Borrowers hereunder, or any obligation to the Lenders to take any action hereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Agent.

Borrower Agent. (a) Parent Each Borrower is hereby appointed irrevocably appoints Borrower Agent as the borrowing agent and attorney-in-fact for all Borrowers which appointment shall remain in full force and effect unless and until Lender shall have received prior written notice signed by each of the Borrowers as its contractual representative hereunder Borrower that such appointment has been revoked and under each other Loan Document, that another Borrower has been appointed Borrower Agent. Each Borrower hereby irrevocably appoints and each of the Borrowers irrevocably authorizes the Borrower Agent (i) to act provide Lender with all notices with respect to Loans obtained for the benefit of Borrower and all other notices and instructions under this Agreement, (ii) for all purposes of delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Liabilities, requests for waivers, amendments or other accommodations and/or actions under this Agreement, and to duly execute and deliver on behalf of Borrower any and all instruments, amendments, modifications, reaffirmations, agreements, certificates and documents made to, in favor of or with Lender in connection with this Agreement or the Financing Agreements, and (iii) to take such other action as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Agent agrees deems appropriate on its behalf to act as such contractual representative upon the express conditions contained in this Section 9.23. Additionally, the Borrowers hereby appoint the Borrower Agent as their agent obtain Loans and to receive, to the extent so requested by such Borrower, the proceeds of the Loans in its account(s), at which time the Borrower Agent shall promptly disburse such Loans to the appropriate Borrower(s). The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Agent or any Borrower for any action taken or omitted to be taken by the Borrower Agent or the Borrowers pursuant to this Section 9.23. (b) The Borrower Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Agent by the terms of each thereof, together with such other powers as are reasonably incidental theretothereto to carry out the purposes of this Agreement. The Each Borrower agrees that any notice, election, communication, representation, instrument, amendment, modification, reaffirmation, certificate, document, agreement or undertaking made on its behalf by Borrower Agent shall have no implied duties be legally binding upon and enforceable against each such Borrower. It is understood that the handling of the Loan Account and Collateral of Borrowers in a combined fashion, as more fully set forth in this Agreement, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers hereunderin the most efficient and economical manner and at their request, and Lender shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender to do so, and in consideration thereof, but without limiting any other provision contained in this Agreement, each Borrower hereby jointly and severally agrees to indemnify Lender and hold Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against Lender by any Borrower or by any third party or Person whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral as herein provided, (b) the Lender’s relying on any instructions of the Borrower Agent, or (c) any obligation to the Lenders to take any other action hereunder except any action specifically provided by the Loan Documents to be taken by the Borrower AgentLender hereunder or under the other Financing Agreements, except that Borrowers will have no liability to the Lender under this Section with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct, or illegal activity of Lender.

Borrower Agent. (a) Parent Borrower Xxxxxx Xxxxxxxx is hereby appointed by each of the Borrowers as its contractual representative hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Agent to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Agent agrees to act as such contractual representative upon the express conditions contained in this Section 9.23. Additionally, the Borrowers hereby appoint the Borrower Agent as their agent to receive, to the extent so requested by such Borrower, the proceeds of the Loans in its account(s), at which time the Borrower Agent shall promptly disburse such Loans to the appropriate Borrower(s). The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Agent or any Borrower for any action taken or omitted to be taken by the Borrower Agent or the Borrowers pursuant to this Section 9.23. (b) The Borrower Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Agent shall have no implied duties to the Borrowers hereunder, or any obligation to the Lenders to take any action hereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Agent.

Borrower Agent. Each Additional Borrower hereby irrevocably appoints D&B (athe “Borrower Agent”) Parent as the borrowing agent and attorney-in-fact for the Additional Borrowers. Each Additional Borrower is hereby appointed by each of the Borrowers as its contractual representative hereunder irrevocably appoints and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Agent (a) to act provide the Administrative Agent with all notices with respect to any Loan and all other notices and instructions under this Agreement and (b) to take such action as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Agent agrees to act as such contractual representative upon the express conditions contained in this Section 9.23. Additionally, the Borrowers hereby appoint the Borrower Agent as their agent deems appropriate on its behalf to receive, obtain Loans and to the extent so requested by such Borrower, the proceeds of the Loans in its account(s), at which time the Borrower Agent shall promptly disburse such Loans to the appropriate Borrower(s). The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Agent or any Borrower for any action taken or omitted to be taken by the Borrower Agent or the Borrowers pursuant to this Section 9.23. (b) The Borrower Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Agent by the terms of each thereof, together with such other powers as are reasonably incidental theretothereto to carry out the purposes of this Agreement. The Each Borrower hereby jointly and severally agrees to indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against the Administrative Agent or any Lender by any Loan Party or by any third party whosoever, arising from or incurred by reason of (i) the Administrative Agent’s and the Lenders’ relying on any instructions of the Borrower Agent shall have no implied duties to the Borrowers hereunder, or (ii) any obligation to the Lenders to take any other action hereunder except any action specifically provided by the Loan Documents to be taken by the Borrower AgentAdministrative Agent and the Lenders hereunder or under the other Loan Documents, except that the Credit Parties will have no liability to the Administrative Agent or Lender under this Section 11.02 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, bad faith or willful misconduct of the Administrative Agent or Lender, as the case may be.

Borrower Agent. (a) Parent Each Borrower is hereby appointed irrevocably appoints Borrower Agent as the borrowing agent and attorney-in-fact for all Borrowers which appointment shall remain in full force and effect unless and until Administrative Agent shall have received prior written notice signed by each of the Borrowers as its contractual representative hereunder Borrower that such appointment has been revoked and under each other Loan Document, that another Borrower has been appointed Borrower Agent. Each Borrower hereby irrevocably appoints and each of the Borrowers irrevocably authorizes the Borrower Agent (i) to act as provide Administrative Agent with all notices with respect to Loan obtained for the contractual representative benefit of such Borrower and all other notices and instructions under this Agreement, (ii) for all purposes of delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Liabilities, requests for waivers, amendments or other accommodations and/or actions under this Agreement, and to duly execute and deliver on behalf of Borrower any and all instruments, amendments, modifications, reaffirmations, agreements, certificates and documents made to, in favor of or with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Agent agrees to act as such contractual representative upon the express conditions contained in this Section 9.23. Additionally, the Borrowers hereby appoint the Borrower Agent as their agent to receive, to the extent so requested by such Borrower, the proceeds of the Loans in its account(s), at which time the Borrower Agent shall promptly disburse such Loans to the appropriate Borrower(s). The Administrative Agent and Lenders in connection with this Agreement or the LendersFinancing Agreements, and their respective officers, directors, agents or employees, shall not be liable (iii) to the take such other action as Borrower Agent or any Borrower for any action taken or omitted deems appropriate on its behalf to be taken by obtain the Borrower Agent or the Borrowers pursuant Loan and to this Section 9.23. (b) The Borrower Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Agent by the terms of each thereof, together with such other powers as are reasonably incidental theretothereto to carry out the purposes of this Agreement. The Each Borrower agrees that any notice, election, communication, representation, instrument, amendment, modification, reaffirmation, certificate, document, agreement or undertaking made on its behalf by Borrower Agent shall have no implied duties be legally binding upon and enforceable against each such Borrower. It is understood that the handling of the Loan Account and Collateral of Borrowers in a combined fashion, as more fully set forth in this Agreement, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers hereunderin the most efficient and economical manner and at their request, and Administrative Agent and Lenders shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, DM3\7000734.9 directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Administrative Agent and Lenders to do so, and in consideration thereof, but without limiting any other provision contained in this Agreement, each Borrower hereby jointly and severally agrees to indemnify Administrative Agent and each Lender and hold Administrative Agent and Lenders harmless against any and all liability, expense, loss or claim of damage or injury, made against Administrative Agent or any Lender by any Borrower or by any third party or Person whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral as herein provided, (b) the Administrative Agent’s relying on any instructions of the Borrower Agent, or (c) any obligation to the Lenders to take any other action hereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Administrative Agent hereunder or under the other Financing Agreements, except that Borrowers will have no liability to the Administrative Agent under this Section with respect to any liability that has been finally determined by a court of competent jurisdiction in a non-appealable proceeding to have resulted solely from the gross negligence, willful misconduct, or illegal activity of Administrative Agent.