Holdings as Agent for Borrowers. Each Borrower hereby irrevocably appoints Holdings as its agent and attorney-in-fact for all purposes under this Agreement and each other Loan Document, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by the respective appointing Borrower that such appointment has been revoked. Each Borrower hereby irrevocably appoints and authorizes Holdings (i) to provide the Administrative Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement or any other Loan Document and (ii) to take such action as Holdings deems appropriate on its behalf to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. It is understood that the handling of the Collateral of the respective Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that the Lenders 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 Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the consolidated group. To induce the Agents and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each Agent and each Lender and hold each Agent and each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against any Agent or any Lender by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Collateral of the Borrowers as provided in this Agreement or (b) the Agents’ and the Lenders’ relying on any instructions of Holdings, or (c) any other action taken by the Agents or the Lenders hereunder or under the other Loan Documents, except that the Borrowers will have no liability to any Lender or any Agent with respect to any such liability, expense, loss or claim of damage or injury to the extent the same has been finally determined by a court of competent jurisdiction to have resulted from the gross negligen...
Holdings as Agent for Borrowers. Each Borrower hereby irrevocably appoints Holdings 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 Borrower that such appointment has been revoked and that another Loan Party has been appointed in such role. Each Borrower hereby irrevocably appoints and authorizes Holdings (a) to provide Administrative Agent with all notices with respect to all notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided Holdings shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from the Administrative Agent and Lenders (and any notice or instruction provided by Administrative Agent or any Lender to Holdings in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as Holdings deems appropriate on its behalf to obtain Term Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the loan accounts 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.
Holdings as Agent for Borrowers. Each Borrower hereby irrevocably appoints Holdings as the borrowing agent and attorney-in-fact for all Borrowers (“Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. ROSETTA STONE HOLDINGS INC. By: /s/ [ILLEGIBLE] Title: CEO and President MADISON CAPITAL FUNDING LLC, as Agent and a Lender By: Title: Signature Page to Credit Agreement The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. ROSETTA STONE HOLDINGS INC. By: Title: MADISON CAPITAL FUNDING LLC, as Agent and a Lender By: /s/ [ILLEGIBLE] Title: Managing Director Signature Page to Credit Agreement ANNEX I Commitments and Pro Rata Shares Lender Revolving Commitment Amount Pro Rata Share Term A Loan Commitment Pro Rata Share Madison Capital Funding LLC $ 4,000,000 100 % $ 17,000,000 100 % TOTALS $ 4,000,000 100 % $ 17,000,000 100 % Annex II Addresses Rosetta Stone Holdings Inc. 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxx Telephone: (000) 000-0000, ext. 3226 Telecopy: (000) 000-0000 Madison Capital Funding LLC, as Agent and a Lender Address for Notices: 00 Xxxxx Xxxxxx Xxxxx Suite 3700 Chicago, Illinois 60606 Attention: Fairfield Technologies Account Manager Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Address for Payments: Bank: LaSalle Bank National Association ABA #: 000000000 Account #: 5800299108 Reference: Madison Capital Funding LLC Address: Xxxxxxx, Xxxxxxxx 00000 Exhibit A
Holdings as Agent for Borrowers. Each Borrower hereby designates Holdings as its representative and agent on its behalf for the purposes of issuing Borrowing Requests and Continuation/Conversion Notices, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving notice and consents hereunder or under any of the other Related Agreements and taking any other action (including in respect of compliance with covenants) which Holdings is required or permitted to undertake on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Related Agreements. Holdings hereby accepts such appointment. Lender may regard any notice or other communication pursuant to this Agreement and the other Related Agreements from Holdings as a notice or communication from Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.
