Borrowers’ Representative. Each Borrower hereby irrevocably appoints Parent and Parent agrees to act under this Agreement, as the agent and representative of itself and each other Borrower for all purposes under this Agreement, including requesting Borrowings, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and receiving account statements and other notices and communications to Borrowers (or any of them) from Agent. Agent may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, disbursement instructions, reports, information, Borrowing Base Certificate or any other notice or communication made or given by Parent, whether in its own name, on behalf of any Borrower or on behalf of “the Borrowers,” and Agent shall have no obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on such Borrower of any such Notice of Borrowing, Notice of Conversion, Continuation, instruction, report, information, Borrowing Base Certificate or other notice or communication, nor shall the joint and several character of Borrowers’ liability for the Obligations be affected, provided that the provisions of this Section 3.4 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by “a Borrower” hereunder. Agent may maintain a single Loan Account in the name of “Integrated Electrical Services, Inc.” hereunder, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of such Borrower’s liability for the Obligations.
Borrowers’ Representative. Each of the Borrowers hereby appoints the Company as its non-exclusive representative, and grants to the Company an irrevocable power of attorney to act as its attorney-in-fact, with regard to all matters relating to this Agreement and each of the other Loan Documents, including, without limitation, execution and delivery of any Notice of Borrowing, and amendments, supplements, waivers or other modifications hereto or thereto, receipt of any notices hereunder or thereunder and receipt of service of process in connection herewith or therewith and making all elections as to interest rates and interest payment dates. (In such capacity, the Company is herein referred to as the “Borrowers’ Representative.”) The Administrative Agent and the Lenders shall be entitled to rely exclusively on the Borrowers’ Representative’s authority so to act in each instance without inquiry or investigation, and each of the Borrowers hereby agrees to indemnify and hold harmless the Administrative Agent and the Lenders for any losses, costs, delays, errors, claims, penalties or charges arising from or out of the Borrowers’ Representative’s actions pursuant to this Section 2.20 and the Administrative Agent’s and the Lenders’ reliance thereon and hereon. Notice from the Borrowers’ Representative shall be deemed to be notice from all of the Borrowers and notice to the Borrowers’ Representative shall be deemed to be notice to all of the Borrowers. Nothing in this Section 2.20 shall vitiate or be held contrary to the Borrowers’ representations and covenants regarding the Loans or the net worth or solvency of the Borrowers made herein or in any of the Loan Documents.
Borrowers’ Representative. (a) The Borrowers jointly and severally hereby confirm and irrevocably designate and appoint WB Propco as their agent and representative (the “Borrowers’ Representative”) for all purposes relating to the Loan. WB Propco hereby accepts such designation and appointment and agrees to serve as Borrowers’ Representative in connection with the Loan and actions required under the Loan Documents.
(b) In connection with sales of Trust Properties, releases of a Trust Deed, Additional Borrower Joinders, Advance Requests, Lender’s due diligence and approvals or otherwise, Lender may, but shall not be required to, communicate with the respective Borrowers through the Borrowers’ Representative, and receive Borrower deliveries and notices directly from the Borrowers’ Representative, and rely on all actions taken by Borrowers’ Representative for and on behalf of each of the Borrowers. Each Borrower expressly, specifically and irrevocably authorizes Lender to communicate and deal exclusively with Borrowers’ Representative, and not with any particular Borrower, for any and all purposes relating to the Loan, and to rely in all respects and for all purposes upon representations, warranties, certifications, requests, notices or other communications made by Borrowers’ Representative. Notices or correspondence provided by Lender to Borrowers’ Representative or to the Borrowers directly will be sent to the Guarantor, at the same time they are transmitted to Borrowers’ Representative or to the Borrowers directly.
(c) All representations, warranties, certifications, deliveries, requests, notices and actions taken by or through the Borrowers’ Representative, shall be deemed taken by and binding upon the Borrowers and are hereby irrevocably ratified, adopted and reaffirmed by the respective Borrowers as fully as if they were made, given or taken by the respective Borrowers directly. Notwithstanding the foregoing, if Lender so requires, at any time and from time to time, each Borrower shall provide Lender with evidence that all actions taken by Borrower’s Representative on behalf of a Borrower were and are properly authorized and/or ratified.
Borrowers’ Representative. Each of the Borrowers hereby irrevocably appoints the Parent as such Borrower's representative and agent for all purposes under this Credit Agreement and authorizes the Parent, on behalf of each such Borrower and in each such Borrower's name to give and receive all notices and documents, certificates and instruments to be given or received by the Borrowers or any of them in connection with this Credit Agreement and the other Loan Documents, including receipt of service of legal process in connection with any suit or proceeding arising under, or in connection with the transactions contemplated by this Credit Agreement, delivery of Loan and Letter of Credit Requests, Conversion Requests, Compliance Certificates and requests for waivers and amendments and to acknowledge or consent to any amendments, waivers or assignments.
Borrowers’ Representative. Each Borrower hereby irrevocably appoints Camping World, and Camping World agrees to act, as the agent and representative of itself and each other Borrower for all purposes under this Agreement, including requesting Advances and Letters of Credit, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Advance or a Eurodollar Advance, and receiving account statements and other notices and communications to Borrowers (or any of them) from the Administrative Agent. The Administrative Agent may rely, and shall be fully protected in relying, on any Request for Advance, Request for Issuance of Letter of Credit, Notice of Conversion/Continuation, Borrowing Base Certificate, disbursement instructions, reports, information, or any other notice or communication made or given by Camping World, whether in its own name, on behalf of any Borrower or on behalf of “Borrowers”, and the Administrative Agent shall have no obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on such Borrower of any such Request for Advance, Request for Issuance of Letter of Credit, Notice of Conversion/Continuation, Borrowing Base Certificate, instruction, report, information or other notice or communication, nor shall the joint and several character of Borrowers’ liability for the Obligations be affected.
Borrowers’ Representative. Each other Borrower hereby irrevocably appoints Xxxxxxx as its representative, and Xxxxxxx shall act under this Agreement as the representative of each Borrower for all purposes, including, without being limited to, requesting borrowings and receiving account statements and other notices and communications to the Borrowers (or any of them) from the Administrative Agent or any Lender. The Administrative Agent and the Lenders may rely, and shall be fully protected in relying, on any request for borrowing, disbursement instruction, report, information or any other notice or communication made or given by Xxxxxxx, whether in its own name, on behalf of any other Borrower or on behalf of "the Borrowers," and neither the Administrative Agent nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such request, instruction, report, information, notice or communication, nor shall the joint and several character of the Borrowers' liability for the Secured Obligations be affected. The Administrative Agent and each Lender intend to maintain a single Loan Account in the name of "Xxxxxxx Corporation" hereunder and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligations.
Borrowers’ Representative. Each of the Borrowers hereby appoints the Borrowers' Representative as its agent and representative for the purposes of all communications and authorizations between such Borrower and Lender under this Agreement or any of the other Financing Agreements, including, without limitation: making requests for Loans or Letter of Credit Accommodations; giving notices to Lender and receiving notices from Lender; and giving any direction or instruction to Lender contemplated by this Agreement. Each of the Borrowers hereby authorizes and directs Lender to act in accordance with any and every authorization, request, notice, instruction, or direction received on such Borrower's behalf from the Borrower's Representative, without requiring Lender to confirm such Borrower's authorization therefor, and each Borrower hereby releases Lender from and indemnifies Lender and holds Lender harmless against any liability, claim, loss, damages, cost, or expense arising from or relating in any way to Lender's acting upon such authorization, request, notice, instruction, or direction. Notwithstanding the foregoing, Lender may require a Borrower to confirm such request, notice, instruction, or direction, or to execute personally any agreement or instrument between such Borrower and Lender, whenever Lender in its sole discretion deems it necessary or desirable to do so.
Borrowers’ Representative. Borrower hereby designates the following natural persons, each acting alone, as its representative for purposes of (i) making all decisions with respect to the Loan and the Acquisition Loan Documents, (ii) delivering all notices, certificates, requests for advance and other documents required by the terms of the Acquisition Loan Documents or requested by Borrower in connection with the Loan and (iii) taking all other actions requested by Borrower in connection with the Loan and the Acquisition Loan Documents: Xxxx Xxxxxxxx Xxxxxxx X. Xxxxx Xxxxx X. Xxxx In taking action pursuant to the terms of this Agreement and the other Acquisition Loan Documents, Lender shall be entitled to rely, without further investigation, upon any notice, certificate, request for advance or other document delivered in writing and executed or signed by such representative of Borrower. In addition, Lender may, at its option, refuse to take action in the event a notice, certificate, request for advance or other document is delivered to Lender which has not been executed or delivered by such representative of Borrower. Borrower may change such representative upon written notice to Lender.
Borrowers’ Representative. Borrower hereby designates the following natural person as its representative for purposes of (i) making all decisions with respect to the Loan and the Loan Documents, (ii) other than as permitted pursuant to subsection 6.1(d)(v), delivering all notices, certificates, requests for advance and other documents required by the terms of the Loan Documents or requested by Borrower in connection with the Loan and (iii) taking all other actions requested by Borrower in connection with the Loan and the Loan Documents: Bluegreen/Big Cedar Vacations, LLC C/O Bluegreen Vacations Corporation 0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000 Xxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxx Telephone No.: (000) 000-0000 In taking action pursuant to the terms of this Agreement and the other Loan Documents, Lender shall be entitled to rely, without further investigation, upon any notice, certificate, request for advance or other document delivered in writing and executed or signed by such representative of Borrower. In addition, Lender may, at its option, refuse to take action in the event a notice, certificate, request for advance or other document is delivered to Lender which has not been executed or delivered by such representative of Borrower (other than as permitted pursuant to subsection 6.1(d)(v)). Borrower may change such representative upon written notice to Lender.
Borrowers’ Representative. Each of the Borrowers hereby irrevocably appoints MSAC as such Borrower’s representative and agent for all purposes under this Credit Agreement and authorizes MSAC, on behalf of each such Borrower and in each such Borrower’s name to give and receive all notices and documents, certificates and instruments to be given or received by the Borrowers or any of them in connection with this Credit Agreement and the other Loan Documents, including receipt of service of legal process in connection with any suit or proceeding arising under, or in connection with the transactions contemplated by this Credit Agreement, delivery of Loan Requests, Conversion Requests, Compliance Certificates and requests for waivers and amendments and to acknowledge or consent to any amendments, waivers or assignments.
