Common use of Borrowers’ Representative Clause in Contracts

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. (a) The Each of the Borrowers jointly hereby appoints the Parent as, and severally hereby confirm the Parent shall act under this Agreement as, the agent, attorney-in-fact and irrevocably designate and appoint WB Propco as their agent and legal representative (of the “Borrowers’ Representative”) Borrowers for all purposes relating hereunder, including, without limitation, requesting Advances and receiving account statements and other notices and communications 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. Borrowers (bor any of them) 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’ RepresentativeAgent or any Lender. Accordingly, the parties agree that any and rely on all actions to be taken hereunder by the Borrowers may be taken by Borrowers’ Representative the Parent 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 notices and communications permitted or required to be made by the Agent or any Lender hereunder 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 made to all of the Borrowers if delivered to the Parent. The Agent and the Lenders may rely, and shall be fully protected in relying, on any Borrowing Notice, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by the Parent, whether in its own name, on behalf of any other Borrower or on behalf of "the Borrowers", and neither the 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 notice, request, instruction, report, information, other notice or communications, provided that the provisions of this Section 4.10 shall not be construed so as to preclude any Borrower from taking other actions permitted to be taken by "a Borrower" hereunder. The Parent may from time to time tender to Agent or Lenders, representations or performance of covenants hereunder and binding upon take actions in respect of other matters on behalf of the Borrowers Borrowers, and are hereby irrevocably ratifiedany such representations, adopted and reaffirmed performance or actions by the respective Borrowers Parent, if accepted by Agent or Lenders, as fully the case may be, shall (irrespective of whether the particular matter is otherwise authorized elsewhere herein) be conclusively deemed done with the authorization of and on behalf of one or more of the Borrowers, as if they were madethe circumstances and the specific action taken may indicate. Agent and any Lender may in all cases rely on communications from, given and representations and actions taken by, the Parent as though given, delivered, made or taken by or from one or more of the respective Borrowers directlyBorrowers, and all such communications, representations and actions shall be binding upon any and every Borrower in whose behalf such communications, representations or actions were purportedly taken by the Parent. Notwithstanding anything to the foregoingcontrary herein, if Lender so requires, at nothing in this Section 4.10 shall be deemed to grant the Parent the authority to execute any time and from time to time, each Borrower shall provide Lender with evidence that all actions taken by Borrower’s Representative amendment of any Loan Document on behalf of a Borrower were and are properly authorized and/or ratifiedany Borrower.

Borrowers’ Representative. (a) The Borrowers jointly Each Borrower's Representative shall notify Lender of the names of its officers and severally hereby confirm employees authorized to request and irrevocably designate take other actions on behalf of its Borrower (each a "Responsible Officer") and appoint WB Propco as their agent shall provide Lender with a specimen signature of each such officer or employee. Lender shall be entitled to rely conclusively on a Responsible Officer's authority to give and representative (the “Borrowers’ Representative”) for receive notices and take other all purposes relating other actions of any kind on behalf of Borrower or any of them until Lender receives written notice to the Loancontrary. WB Propco hereby accepts such designation and appointment and agrees Lender shall have no duty to serve as Borrowers’ Representative in connection with verify the Loan and actions required under authenticity of the Loan Documentssignature appearing on any notice. (b) In connection with sales of Trust PropertiesEACH BORROWER DOES HEREBY DESIGNATE AND APPOINT CT CORPORATION SYSTEM AT 000 XXXXXX XXXXXX, releases of a Trust DeedXXX XXXX, Additional Borrower JoindersXXX XXXX 00000, Advance RequestsAS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, Lender’s due diligence and approvals or otherwiseACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, Lender mayNEW YORK, but shall not be required toAND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE OF SUCH BORROWER MAILED OR DELIVERED TO SUCH BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH BORROWER, communicate with the respective Borrowers through the Borrowers’ RepresentativeIN ANY SUCH SUIT, and receive Borrower deliveries and notices directly from the Borrowers’ RepresentativeACTION OR PROCEEDING IN THE STATE OF NEW YORK. EACH BORROWER (1) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, and rely on all actions taken by Borrowers’ Representative for and on behalf of each of the Borrowers. Each Borrower expressly(II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, specifically and irrevocably authorizes Lender to communicate and deal exclusively with Borrowers’ RepresentativeNEW YORK (WHICH OFFICE SHALL BE DESIGNATED AS THE ADDRESS FOR SERVICE OF PROCESS), and not with any particular BorrowerAND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, 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 directlyNEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. (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. The Loan Parties at all times shall have designated one of the Loan Parties to act as their agent under this Agreement and the other Second Lien Loan Documents (in such capacity, the "Loan Party Representative") with such powers and discretion as are specifically delegated to the Loan Party Representative by the terms of this Agreement and the other Second Lien Loan Documents, together with such other powers as are reasonably incidental thereto, including, without limitation, (a) The Borrowers jointly to execute and severally hereby confirm deliver on behalf of each Loan Party all notices required or permitted by the terms of this Agreement and irrevocably designate and appoint WB Propco as their agent and representative (the “Borrowers’ Representative”) for all purposes relating other Second Lien Loan Documents to the Loan. WB Propco hereby accepts such designation and appointment and agrees to serve as Borrowers’ Representative in connection with the be delivered by any Loan and actions required under the Party, including, without limitation, Second Lien Loan Documents. Notices on behalf of each Applicable Borrower, (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 to 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 expresslyLoan Parties, 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 representationsto disburse funds credited to the Borrowers' Account to each Applicable Borrower or other Loan Party, warrantiesas applicable, certifications, deliveries, requests, notices and actions (d) to give consents and approvals and make elections on behalf of the Loan Parties. Any action taken by or through the Borrowers’ Representative, Loan Party Representative shall be deemed taken by to bind the Loan Parties and binding upon the Borrowers and are hereby irrevocably ratified, adopted and reaffirmed shall be deemed approved by the respective Borrowers as fully as if they were madeLoan Parties. The Second Lien Administrative Agent, given or taken the other Second Lien Agents and the Second Lien Lenders (i) may rely on any notice delivered 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 Loan Party Representative on behalf of a Borrower any Loan Party and (ii) shall not have any responsibility for any actions as are delegated to the Loan Party Representative hereunder. Any notice given by the Second Lien Administrative Agent or any Second Lien Lender to the Loan Party Representative shall be deemed given to each Loan Party. Each Loan Party hereby appoints and authorizes Holdings to be and act as the initial Loan Party Representative. Subject only to the final sentence of this Section, the Loan Parties may at any time replace the Loan Party Representative with another Loan Party by delivering to the Second Lien Administrative Agent an appointment and authorization document executed by each Loan Party in form and substance satisfactory to the Second Lien Administrative Agent. Upon such delivery and approval the Loan Party named in such document shall become the Loan Party Representative as if such Loan Party were and are properly authorized and/or ratified.named the Loan Party Representative herein. The Loan Parties further agree that, until the Final Senior Termination Date, the Person designated as the Loan Party Representative under this Agreement shall be the same Person designated by the Loan Parties as the Loan Party Representative under Section 11.18 of the Senior Credit Agreement. 126

Borrowers’ Representative. (a) The CHI hereby appoints ABX as, and ABX hereby agrees to act under this Agreement as, the agent, attorney-in-fact and legal representative of 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 hereunder, including, without limitation, requesting Borrowings and Letters of Credit, issuing Notices of Borrowing and Notices of Conversion/Continuation and receiving account statements and other notices and communications 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. Borrowers (bor either of them) 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’ RepresentativeAdministrative Agent, the Letter of Credit Issuer or any Lender. Accordingly, the parties agree that any and rely on all actions to be taken hereunder by the Borrowers may be taken by Borrowers’ Representative ABX 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 notices and communications permitted or required to be made by the Administrative Agent, the Letter of Credit Issuer or any Lender hereunder 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 made to each of the Borrowers if delivered to ABX. The Administrative Agent, the Letter of Credit Issuer and are hereby irrevocably ratifiedeach Lender may rely, adopted and reaffirmed shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by ABX, whether in its own name, on behalf of CHI or on behalf of “the Borrowers”, and none of the Administrative Agent, the Letter of Credit Issuer or any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of CHI as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communications. ABX may from time to time tender to the Administrative Agent, the Letter of Credit Issuer and the Lenders, representations or performance of covenants hereunder and take actions in respect of other matters on behalf of the Borrowers, and any such representations, performance or actions by ABX, if accepted by the respective Borrowers Administrative Agent, the Letter of Credit Issuer or any such Lender, as fully the case may be, shall (irrespective of whether the particular matter is otherwise authorized elsewhere herein) be conclusively deemed done with the authorization of and on behalf of CHI, as if they were madethe circumstances and the specific action taken may indicate. The Administrative Agent, given the Letter of Credit Issuer and each of the Lenders may in all cases rely on communications from, and representations and actions taken by, ABX as though given, delivered, made or taken by or from the respective Borrowers directly. Notwithstanding the foregoingBorrowers, if Lender so requiresand all such communications, at any time representations and from time to time, each Borrower actions 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 ratifiedbe binding upon CHI.

Borrowers’ Representative. (a) The Each of the Borrowers jointly hereby appoints Crawford as, and severally hereby confirm Crawford shall act under this Agreement as, the agent, attorney-in-fact and irrevocably designate and appoint WB Propco as their agent and legal representative (of the “Borrowers’ Representative”) Borrowers for all purposes relating hereunder, including, without limitation, requesting Borrowings and Letters of Credit and receiving account statements and other notices and communications 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. Borrowers (bor either of them) 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’ RepresentativeAdministrative Agent, the Issuing Bank or any Lender. Accordingly, the parties agree that any and rely on all actions to be taken hereunder by the Borrowers may be taken by Borrowers’ Representative Crawford 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 notices and communications permitted or required to be made by the Administrative Agent, the Issuing Bank or any Lender hereunder 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 made to each of the Borrowers if delivered to Crawford. The Administrative Agent, the Issuing Bank and are hereby irrevocably ratifiedeach Lender may rely, adopted and reaffirmed shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Crawford, whether in its own name, on behalf of the other Borrower or on behalf of “the Borrowers”, and neither the Administrative Agent, the Issuing Bank nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of the other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communications. Crawford may from time to time tender to the Administrative Agent, the Issuing Bank and the Lenders, representations or performance of covenants hereunder and take actions in respect of other matters on behalf of the Borrowers, and any such representations, performance or actions by Crawford, if accepted by the respective Borrowers Administrative Agent, the Issuing Bank or any such Lender, as fully the case may be, shall (irrespective of whether the particular matter is otherwise authorized elsewhere herein) be conclusively deemed done with the authorization of and on behalf of the other Borrower, as if they were madethe circumstances and the specific action taken may indicate. The Administrative Agent, given the Issuing Bank and each of the Lenders may in all cases rely on communications from, and representations and actions taken by, Crawford as though given, delivered, made or taken by or from the respective Borrowers directly. Notwithstanding the foregoingBorrowers, if Lender so requiresand all such communications, at any time representations and from time to time, actions shall be binding upon each Borrower shall provide Lender with evidence that all on whose behalf such communications, representations or actions were purportedly taken by Borrower’s Representative on behalf of a Borrower were and are properly authorized and/or ratifiedCrawford.

Borrowers’ Representative. (a) The Each of the Borrowers jointly hereby appoints Cxxxxxxx as, and severally hereby confirm Cxxxxxxx shall act under this Agreement as, the agent, attorney-in-fact and irrevocably designate and appoint WB Propco as their agent and legal representative (of the “Borrowers’ Representative”) Borrowers for all purposes relating hereunder, including, without limitation, requesting Borrowings and Letters of Credit and receiving account statements and other notices and communications 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. Borrowers (bor either of them) 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’ RepresentativeAdministrative Agent or any Lender. Accordingly, the parties agree that any and rely on all actions to be taken hereunder by the Borrowers may be taken by Borrowers’ Representative Cxxxxxxx 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 notices and communications permitted or required to be made by the Administrative Agent or any Lender hereunder 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 made to each of the Borrowers if delivered to Cxxxxxxx. The Administrative Agent and are hereby irrevocably ratifiedeach Lender may rely, adopted and reaffirmed shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Cxxxxxxx, whether in its own name, on behalf of the 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 the other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communications. Cxxxxxxx may from time to time tender to the Administrative Agent and the Lenders, representations or performance of covenants hereunder and take actions in respect of other matters on behalf of the Borrowers, and any such representations, performance or actions by 48 Cxxxxxxx, if accepted by the respective Borrowers Administrative Agent or any such Lender, as fully the case may be, shall (irrespective of whether the particular matter is otherwise authorized elsewhere herein) be conclusively deemed done with the authorization of and on behalf of the other Borrower, as if they were madethe circumstances and the specific action taken may indicate. The Administrative Agent and each of the Lenders may in all cases rely on communications from, given and representations and actions taken by, Cxxxxxxx as though given, delivered, made or taken by or from the respective Borrowers directly. Notwithstanding the foregoingBorrowers, if Lender so requiresand all such communications, at any time representations and from time to time, actions shall be binding upon each Borrower shall provide Lender with evidence that all on whose behalf such communications, representations or actions were purportedly taken by Borrower’s Representative on behalf of a Borrower were and are properly authorized and/or ratifiedCxxxxxxx.

Borrowers’ Representative. (a) The Each of the Borrowers jointly hereby appoints AboveNet as, and severally hereby confirm AboveNet shall act under this Agreement and irrevocably designate the other Loan Documents as, the agent, attorney-in-fact and appoint WB Propco as their agent and legal representative (of the “Borrowers’ Representative”) Borrowers for all purposes relating hereunder and thereunder, including, without limitation, requesting Borrowings and Letters of Credit and receiving account statements and other notices and communications 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. Borrowers (bor any of them) 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’ RepresentativeAdministrative Agent or any Lender. Accordingly, the parties agree that any and rely on all actions to be taken hereunder by the Borrowers may be taken by Borrowers’ Representative AboveNet 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 notices and communications permitted or required to be made by the Administrative Agent or any Lender hereunder 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 made to each of the Borrowers if delivered to AboveNet. The Administrative Agent and are hereby irrevocably ratifiedeach Lender may rely, adopted and reaffirmed shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by AboveNet, 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 notice, request, instruction, report, information, other notice or communications. AboveNet may from time to time tender to the Administrative Agent and the Lenders, representations or performance of covenants hereunder and take actions in respect of other matters on behalf of the Borrowers, and any such representations, performance or actions by AboveNet, if accepted by the respective Borrowers Administrative Agent or any such Lender, as fully the case may be, shall (irrespective of whether the particular matter is otherwise authorized elsewhere herein) be conclusively deemed done with the authorization of and on behalf of the other Borrowers, as if they were madethe circumstances and the specific action taken may indicate. The Administrative Agent and each of the Lenders may in all cases rely on communications from, given and representations and actions taken by, AboveNet as though given, delivered, made or taken by or from the respective Borrowers directly. Notwithstanding the foregoingBorrowers, if Lender so requiresand all such communications, at any time representations and from time to time, actions shall be binding upon each Borrower shall provide Lender with evidence that all on whose behalf such communications, representations or actions were purportedly taken by Borrower’s Representative on behalf of a Borrower were and are properly authorized and/or ratifiedAboveNet.

Borrowers’ Representative. The Loan Parties at all times shall have designated one of the Loan Parties to act as their agent under this Agreement and the other Senior Loan Documents (in such capacity, the "Loan Party Representative") with such powers and discretion as are specifically delegated to the Loan Party Representative by the terms of this Agreement and the other Senior Loan Documents, together with such other powers as are reasonably incidental thereto, including, without limitation, (a) The Borrowers jointly to execute and severally hereby confirm deliver on behalf of each Loan Party all notices required or permitted by the terms of this Agreement and irrevocably designate the other Senior Loan Documents to be delivered by any Loan Party, including, without limitation, Senior Loan Notices 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 Swing Line Loan and actions required under the Loan Documents. Notices on behalf of each Applicable Borrower, (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 to 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 expresslyLoan Parties, 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 representationsto disburse funds credited to the Borrowers' Account to each Applicable Borrower or other Loan Party, warrantiesas applicable, certifications, deliveries, requests, notices and actions (d) to give consents and approvals and make elections on behalf of the Loan Parties. Any action taken by or through the Borrowers’ Representative, Loan Party Representative shall be deemed taken by to bind the Loan Parties and binding upon the Borrowers and are hereby irrevocably ratified, adopted and reaffirmed shall be deemed approved by the respective Borrowers as fully as if they were madeLoan Parties. The Senior Administrative Agent, given or taken the other Senior Agents, the Senior Lenders and the L/C Issuer (i) may rely on any notice delivered 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 Loan Party Representative on behalf of a Borrower any Loan Party and (ii) shall not have any responsibility for any actions as are delegated to the Loan Party Representative hereunder. Any notice given by the Senior Administrative Agent or any Senior Lender or the L/C Issuer to the Loan Party Representative shall be deemed given to each Loan Party. Each Loan Party hereby appoints and authorizes Holdings to be and act as the initial Loan Party Representative. The Loan Parties may at any time replace the Loan Party Representative with another Loan Party by delivering to the Senior Administrative Agent an appointment and authorization document executed by each Loan Party in form and substance satisfactory to the Senior Administrative Agent. Upon such delivery and approval the Loan Party named in such document shall become the Loan Party Representative as if such Loan Party were and are properly authorized and/or ratifiednamed the Loan Party Representative herein.