Common use of The Borrowers’ Representatives Clause in Contracts

The Borrowers’ Representatives. Each of the Borrowers hereby represents and warrants to the Agent and the Lenders that each of them will derive benefits, directly and indirectly, from the proceeds of each Loan and Letter of Credit, both in its separate capacity and as a member of the integrated group to which each of the Borrowers belong, since the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. For administrative convenience, TESSCO is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting Loans and Letters of Credit hereunder from the Agent and the Lenders, receiving the proceeds of Loans and disbursing the proceeds of Loans among the Borrowers. In its capacity as such agent, TESSCO shall have the power and authority through its authorized officer or officers to (i) endorse any check for the proceeds of any Loan for and on behalf of each of the Borrowers and in the name of each of the Borrowers, and (ii) instruct the Agent or the Lenders to credit the proceeds of any Loan directly to a banking account of any of the Borrowers which shall evidence the making of such Loan and shall constitute the acknowledgement by each of the Borrowers of the receipt of the proceeds of such Loan. By reason of the foregoing, the Agent and each Lender is hereby irrevocably authorized by each of the Borrowers to make Loans to the Borrowers and issue Letters of Credit for the account of the Borrowers pursuant to this Agreement upon the request of any one of the persons who is authorized to do so under the provisions of any applicable corporate resolutions of TESSCO. Neither the Agent nor any Lender assumes any responsibility or liability for any errors, mistakes and/or discrepancies in any oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Agent or any Lender and any one or more of the Borrowers in connection with any Loan, Letter of Credit or other transaction pursuant to the provisions of this Agreement, except for acts of gross negligence and/or willful misconduct.

The Borrowers’ Representatives. Each of the Borrowers hereby represents and warrants to the Agent and the Lenders Bank that each of them will derive benefits, directly and indirectly, from the proceeds of each Loan and Letter of CreditLoan, both in its separate capacity and as a member of the integrated group to which each of the Borrowers belong, since the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. For administrative convenience, TESSCO GSE Power Systems, Inc. is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting Loans and Letters of Credit hereunder from the Agent and the LendersBank, receiving the proceeds of such Loans and disbursing the proceeds of such Loans among the Borrowers. In its capacity as such agent, TESSCO GSE Power Systems, Inc. shall have the power and authority through its authorized officer or officers to (i) endorse any check for the proceeds of any Loan for and on behalf of each of the Borrowers and in the name of each of the Borrowers, and (ii) instruct the Agent or the Lenders Bank to credit the proceeds of any Loan directly to a banking account of any of the Borrowers which shall evidence the making of such Loan and shall constitute the acknowledgement by each of the Borrowers of the receipt of the proceeds of such Loan. By reason of the foregoing, the Agent and each Lender Bank is hereby irrevocably authorized by each of the Borrowers to make Loans to the Borrowers and issue Letters of Credit for the account of the Borrowers pursuant to this Agreement upon the request of any one of the persons who is authorized to do so under the provisions of any applicable the most recent corporate resolutions of TESSCOGSE Power Systems, Inc. on file with the Bank. Neither the Agent nor any Lender The Bank assumes any no responsibility or liability for any errors, mistakes and/or discrepancies in any oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Agent or any Lender Bank and any one or more of the Borrowers in connection with any Loan, Letter of Credit Loan or other transaction pursuant to the provisions of this Agreement, except for acts of gross negligence and/or willful misconduct.

The Borrowers’ Representatives. Each of the Borrowers Borrower hereby represents and warrants to the Agent and the Lenders Lender that each of them will derive benefits, directly and indirectly, from the proceeds of each Loan and Letter of CreditCredit and from each Loan, both in its their separate capacity and as a member of the integrated group to which each of the Borrowers belong, since belong and because the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole, because (a) the terms of the consolidated financing provided under this Agreement are more favorable than would otherwise be obtainable by the Borrowers individually and (b) Borrowers’ additional administrative and other costs and reduced flexibility associated with individual financing arrangements which would otherwise be required if obtainable would substantially reduce the value to the Borrowers of the financing. The Borrowers in the discretion of their respective managements are to agree among themselves as to the allocation of the benefits of Letters of Credit and the proceeds of the Loan, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, TESSCO is each Borrower hereby irrevocably appointed by each appoints Argon as the Borrower’s attorney-in-fact, with power of substitution (with the prior written consent of the Borrowers as agent for each Lender in the exercise of its sole and absolute discretion), in the name of Argon or in the name of the Borrowers for Borrower or otherwise to take any and all actions with respect to the purpose of requesting Loans and Letters of Credit hereunder this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the Proceeds thereof) as Argon may so elect from the Agent and the Lenderstime to time, receiving the proceeds of Loans and disbursing the proceeds of Loans among the Borrowers. In its capacity as such agentincluding, TESSCO shall have the power and authority through its authorized officer or officers without limitation, actions to (i) endorse any check for request advances under the proceeds of any Loan Loan, apply for and on behalf direct the benefits of each Letters of the Borrowers and in the name of each of the BorrowersCredits, and (ii) instruct direct the Agent Lender to disburse or the Lenders to credit the proceeds of any Loan directly to a banking an account of Argon, any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan. By reason Loan or the benefit of such Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower Joinder Supplement, any other Financing Documents, security agreements, mortgages, deposit account agreements, instruments, certificates, waivers, letter of credit applications, releases, documents and agreements from time to time, and (iii) endorse any check or other item of payment in the name of the foregoingBorrower or in the name of Argon. The foregoing appointment is coupled with an interest, cannot be revoked without the Agent prior written consent of the Lender, and each Lender is hereby irrevocably may be exercised from time to time through Argon’s duly authorized officer, officers or other Person or Persons designated by each Argon to act from time to time on behalf of Argon. Each of the Borrowers hereby irrevocably authorizes the Lender to make Loans to any one or more of the Borrowers Borrowers, and hereby irrevocably authorizes the Lender to issue or cause to be issued Letters of Credit for the account of any or all of the Borrowers Borrowers, pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Lender and also upon the written, oral or telephone request of any one of the persons Persons who is authorized from time to do so time a Responsible Officer of Argon under the provisions of any applicable the most recent certificate of corporate resolutions of TESSCOand/or incumbency for Argon on file with the Lender. Neither the Agent nor any The Lender assumes any no responsibility or liability for any errors, mistakes mistakes, and/or discrepancies in any the oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Agent or any Lender and any one or more of the Borrowers in connection with the Credit Facilities, any Loan, any Letter of Credit or any other transaction pursuant to in connection with the provisions of this Agreement. Without implying any limitation on the joint and several nature of the Obligations, except the Lender agrees that, notwithstanding any other provision of this Agreement, the Borrowers may create reasonable inter-company indebtedness between or among the Borrowers with respect to the allocation of the benefits and proceeds of the advances and Credit Facilities under this Agreement. The Borrowers agree among themselves, and the Lender consents to that agreement, that each Borrower shall have rights of contribution from all of the other Borrowers to the extent such Borrower incurs Obligations in excess of the proceeds of the Loans received by, or allocated to purposes for acts the direct benefit of, such Borrower. All such indebtedness and rights shall be, and are hereby agreed by the Borrowers to be, subordinate in priority and payment to the indefeasible repayment in full in cash of gross negligence and/or willful misconductthe Obligations, and, unless the Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure the Obligations. Each Borrower hereby waives all rights of counterclaim, recoupment and offset between or among themselves arising on account of that indebtedness and otherwise. Each Borrower shall not evidence the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.3.9 (Guaranty) shall be limited to an aggregate amount (after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Borrower in respect of the Obligations) which, together with other amounts owing by such Borrowers to the Lender under the Obligations, is equal to the largest amount that would not be subject to avoidance under the Bankruptcy Code or any applicable provisions of any applicable, comparable state or other Laws.

The Borrowers’ Representatives. Each of the Borrowers hereby represents and warrants to the Agent and the Lenders Lender that each of them will derive benefits, directly and indirectly, from the proceeds of each Loan and Letter of Creditthe Equipment Loan, both in its separate capacity and as a member of the integrated group to which each of the Borrowers belong, since the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. For administrative convenience, TESSCO the Guarantor is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting Loans and Letters of Credit hereunder from the Agent and the Lenders, receiving the proceeds of Loans the Equipment Loan and disbursing the proceeds of Loans such Equipment Loan among the Borrowers. In its capacity as such agent, TESSCO the Guarantor shall have the power and authority through its authorized officer or officers to (i) endorse any check for the proceeds of any the Equipment Loan for and on behalf of each of the Borrowers and in the name of each of the Borrowers, and (ii) instruct the Agent or the Lenders Lender to credit the proceeds of any the Equipment Loan directly to a banking account of any of the Borrowers which shall evidence the making of such Equipment Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Equipment Loan. By reason of the foregoing, the Agent and each Lender is hereby irrevocably authorized by each of the Borrowers to make Loans Equipment Loan to the Borrowers and issue Letters of Credit for the account of the Borrowers pursuant to this Agreement upon the request of any one of the persons who is authorized to do so under the provisions of any applicable the most recent "Certificate" of corporate resolutions of TESSCOthe Guarantor on file with the Lender. Neither Except in the Agent nor any case of its own gross negligence or willful misconduct, the Lender assumes any no responsibility or liability for any errors, mistakes and/or discrepancies in any oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Agent or any Lender and any one or more all of the Borrowers in connection with any Loan, Letter of Credit the Equipment Loan or other transaction pursuant to the provisions of this Agreement, except for acts of gross negligence and/or willful misconduct. 1.13.

The Borrowers’ Representatives. Each of the Borrowers hereby represents and warrants to the Agent and the Lenders that each of them will derive benefits, directly and indirectly, from the proceeds of each Loan and Letter of Creditthe Loan, both in its separate capacity and as a member of the integrated group to which each of the Borrowers belong, since the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. For administrative convenience, TESSCO is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting Loans and Letters of Credit hereunder from the Agent and the LendersLoan, receiving the proceeds of Loans the Loan and disbursing the proceeds of Loans the Loan among the Borrowers. In its capacity as such agent, TESSCO shall have the power and authority through its authorized officer or officers to (i) endorse any check for the proceeds of any the Loan for and on behalf of each of the Borrowers and in the name of each of the Borrowers, and (ii) instruct the Agent or the Lenders to credit the proceeds of any the Loan directly to a banking account as indicated in the Notice of any of the Borrowers which shall evidence the making of such Loan and shall constitute the acknowledgement by each of the Borrowers of the receipt of the proceeds of such LoanBorrowing. By reason of the foregoing, the Agent and each Lender is hereby irrevocably authorized by each of the Borrowers to make Loans the Loan to the Borrowers and issue Letters of Credit for the account of the Borrowers pursuant to this Agreement upon the request of any one of the persons who is authorized to do so under the provisions of any applicable corporate resolutions of TESSCO. Neither the Agent nor any Lender assumes any responsibility or liability for any errors, mistakes and/or discrepancies in any oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Agent or any Lender and any one or more of the Borrowers in connection with the Loan or any Loan, Letter of Credit or other transaction pursuant to the provisions of this Agreement, except for acts of gross negligence and/or willful misconduct.

The Borrowers’ Representatives. Each of the Borrowers hereby represents and warrants to the Agent and the Lenders that each of them will derive benefits, directly and indirectly, from the proceeds of each Loan and Letter of Creditthe Credit Facilities, both in its separate capacity and as a member of the integrated group business to which each of the Borrowers belong, since the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. For administrative convenience, TESSCO Essex is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting Loans Advances and Letters of Credit hereunder from the Agent and the LendersCredit, receiving the proceeds of Loans the Advances and the Letters of Credit, disbursing the proceeds of Loans the Credit Facilities among the Borrowers, and giving and receiving notices. In its capacity as such agent, TESSCO Essex shall have the power and authority through its authorized officer or officers to (i) endorse any check for the proceeds of any Loan the Credit Facilities for and on behalf of each of the Borrowers and in the name of each of the Borrowers, and (ii) instruct the Agent or the Lenders Lender to credit the proceeds of the Advances (or any Loan portion thereof directly to a banking account of any of the Borrowers which shall evidence the making of such Loan and shall constitute the acknowledgement by each of the Borrowers of the receipt of the proceeds of such LoanBorrowers. By reason of the foregoing, the Agent and each The Lender is hereby irrevocably authorized by each of the Borrowers to make Loans the Credit Facilities to the Borrowers and issue Letters of Credit for the account of the Borrowers pursuant to this Agreement upon the ESSEX – Amended and Restated Credit Agreement 27 request of any one of the persons person who is authorized to do so under the provisions of any applicable the corporate resolutions of TESSCOEssex. Neither the Agent nor any The Lender assumes any no responsibility or liability for any errors, mistakes and/or discrepancies in any oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Agent or any Lender and any one or more of the Borrowers in connection with any Loan, Letter of the Credit Facilities or other transaction pursuant to the provisions of this Agreement, except for acts of gross negligence and/or willful misconduct; provided, however, that the foregoing sentence shall not be construed to release the Lender from its obligation to credit the Borrowers for payments actually made.

The Borrowers’ Representatives. Each of the Borrowers hereby represents and warrants to the Agent and the Lenders Lender that each of them will derive benefits, directly and indirectly, from the proceeds of each Loan and Letter of Creditthe Equipment Loan, both in its separate capacity and as a member of the integrated group to which each of the Borrowers belong, since the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. For administrative convenience, TESSCO the Guarantor is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting Loans and Letters of Credit hereunder from the Agent and the Lenders, receiving the proceeds of Loans the Equipment Loan and disbursing the proceeds of Loans such Equipment Loan among the Borrowers. In its capacity as such agent, TESSCO the Guarantor shall have the power and authority through its authorized officer or officers to (i) endorse any check for the proceeds of any the Equipment Loan for and on behalf of each of the Borrowers and in the name of each of the Borrowers, and (ii) instruct the Agent or the Lenders Lender to credit the proceeds of any the Equipment Loan directly to a banking account of any of the Borrowers which shall evidence the making of such Equipment Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Equipment Loan. By reason of the foregoing, the Agent and each Lender is hereby irrevocably authorized by each of the Borrowers to make Loans Equipment Loan to the Borrowers and issue Letters of Credit for the account of the Borrowers pursuant to this Agreement upon the request of any one of the persons who is authorized to do so under the provisions of any applicable the most recent "Certificate" of corporate resolutions of TESSCOthe Guarantor on file with the Lender. Neither Except in the Agent nor any case of its own gross negligence or willful misconduct, the Lender assumes any no responsibility or liability for any errors, mistakes and/or discrepancies in any oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Agent or any Lender and any one or more all of the Borrowers in connection with any Loan, Letter of Credit the Equipment Loan or other transaction pursuant to the provisions of this Agreement, except for acts of gross negligence and/or willful misconduct.

The Borrowers’ Representatives. Each of the Borrowers hereby represents and warrants to the Agent and the Lenders Lender that each of them will derive benefits, directly and indirectly, from the proceeds of each Loan Advance and Letter of Credit, both in its separate capacity and as a member of the integrated group business to which each of the Borrowers belong, since the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. For administrative convenience, TESSCO IAHC is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting Loans Advances and Letters of Credit hereunder from the Agent and the LendersLender, receiving the proceeds of Loans Advances and disbursing the proceeds of Loans Advances among the Borrowers. In its capacity as such agent, TESSCO IAHC shall have the power and authority through its authorized officer or officers to (i) endorse any check for the proceeds of any Loan Advance for and on behalf of each of the Borrowers and in the name of each of the Borrowers, and (ii) instruct the Agent or the Lenders Lender to credit the proceeds of any Loan Advance directly to a banking account of any of the Borrowers which shall evidence the making of such Loan and shall constitute the acknowledgement by each of the Borrowers of the receipt of the proceeds of such LoanBorrowers. By reason of the foregoing, the Agent and each Lender is hereby irrevocably authorized by each of the Borrowers to make Loans Advances to the Borrowers and issue Letters of Credit for the account of the Borrowers pursuant to this Agreement upon the request of any one of the persons who is authorized to do so under the provisions of any applicable corporate resolutions of TESSCOIAHC. Neither the Agent nor any The Lender assumes any no responsibility or liability for any errors, mistakes and/or discrepancies in any oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Agent or any Lender and any one or more of the Borrowers in connection with any LoanAdvance, Letter of Credit or other transaction pursuant to the provisions of this Agreement, except for acts of gross negligence and/or willful misconduct.. INTL – amended and restated credit agreement