Common use of Borrower Representative Clause in Contracts

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and III). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers and (c) the Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lenders, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Loan). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent Administrative Agent, Collateral Trustee and each of the Lenders any Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers Each Borrower must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent Administrative Agent, Collateral Trustee or the Lendersany Lender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Loan). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent Administrative Agent, Collateral Trustee and each of the Lenders any Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers Borrower must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent Administrative Agent, Collateral Trustee or the Lendersany Lender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers Borrower hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, including with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Credit Extension). Each of the Borrowers Borrower acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent and each of the Lenders Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers Each Borrower must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the LendersLender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and III). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers and (c) the Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lenders, such Borrower shall do so only through the Borrower Representative.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Credit Extension). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender Secured Party hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent and each of the Lenders Secured Party shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers Borrower must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lendersany Secured Party, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Loan). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the JGB Agent and each of the Lenders any Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers Bxxxxxxxx (or any of them). The Borrowers must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the JGB Agent or the Lendersany Lender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Loan). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent and each of the Lenders any Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers must Borrower shall act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lendersany Lender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers Borrower and the Co-Borrower hereby irrevocably appoints and designates the Borrower Representative to act (the “Borrower Representative”) as its exclusive representative and agent for all purposes under this Agreement and the other Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (includingincluding in respect of compliance with covenants), without limitationand all other dealings with the Lenders, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and III)Issuing Lender and/or the Agents. The Borrower Representative hereby irrevocably accepts such appointment. Each of the Borrowers acknowledges Lenders, the Issuing Lender and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers as the Borrower Representative deems appropriate in its sole discretion and each Borrower Agents shall be bound by entitled to rely upon, and obligated by all shall be fully protected in relying upon, any notice or communication (including any notice of the terms of any such document executed borrowing) delivered by the Borrower Representative on its behalfbehalf of the Borrower and/or the Co-Borrower. Each of the Lenders, (b) the Issuing Lender and/or the Agents may give any notice or other communication delivered by to the Agent Borrowers (or any Lender one or more of them) hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers and (c) the Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any one of them). The Borrowers must act through Each of the Lenders, the Issuing Lender and/or the Agents shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lenders, such Borrower shall do so through Each of the Borrower Representativeand the Co-Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Representative shall be binding upon and enforceable against it.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents to which it is a party (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Loan). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent Administrative Agent, Collateral Trustee and each of the Lenders any Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers Borrower 205707600 v10 must act through the Borrower Representative for all purposes under this Agreement and the other Loan DocumentsDocuments to which it is a party. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent Administrative Agent, Collateral Trustee or the Lendersany Lender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers Borrower hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Credit Extension). Each of the Borrowers Borrower acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender Bank hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent and each of the Lenders Bank shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers must Each Borrower shall act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the LendersBank, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers Borrower hereby appoints the Borrower Representative Parent to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described Loans, the issuance of Letters of Credit and the giving and receiving of notices under or in Articles II and IIIrespect of the Loan Documents) (in such capacity, the “Borrower Representative”). Each of the Borrowers Borrower acknowledges and agrees that (ai) the Borrower Representative may execute such documents on behalf of any of the Borrowers as the Borrower Representative deems appropriate in its sole discretion discretion, and with respect to any such document executed by only the Borrower Representative, each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalfdocument, (bii) any notice or other communication delivered by the Agent Administrative Agent, the Issuing Bank or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (ciii) the Administrative Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrowers or the Borrower Representative on behalf of the Borrowers (or Representative. Each Borrower agrees that any of them). The Borrowers must act through action taken by the Borrower Representative for all purposes under this Agreement and without the other Loan Documents. Notwithstanding anything contained herein to the contraryconsent of, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lendersnotice to, such Borrower shall do so through the not release or discharge such Borrower Representativefrom its obligations hereunder.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Advance). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent and each of the Lenders Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers must Borrower shall act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the LendersLender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Loan). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent and each of the Lenders any Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers must Borrower shall act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lendersany Lender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each The Borrower Representative is hereby appointed by each of the Borrowers hereby appoints as its contractual representative hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as its exclusive agent for all purposes under the contractual representative of such Boxxxxxx, and the Borrower Representative agrees to act as such contractual representative. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to Bank the Loan Documents (includingand all related agreements, without limitationcertificates, with respect documents, or instruments as shall be necessary or appropriate to all matters related to effect the borrowing and repayment purposes of Loans as described in Articles II and III)the Loan Documents. Each of the Borrowers acknowledges and Borrower agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed action taken by the Borrower Representative on its behalfor the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, (b) any notice or other communication delivered and the exercise by the Agent Borrower Representative of its powers set forth therein or any Lender hereunder herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers. Bank, and its officers, directors, agents or employees, shall not be liable to the Borrower Representative shall or any Borrower for any action taken or omitted to be deemed to have been delivered to each of the Borrowers and (c) the Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed taken by the Borrower Representative on behalf of or the Borrowers (or any of them). The Borrowers must act through the Borrower Representative for all purposes pursuant to this appointment under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lenders, such Borrower shall do so through the Borrower RepresentativeAgreement.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Loan). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent and each of the Lenders any Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers Borrower must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lendersany Lender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Loan). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Administrative Agent, any Collateral Agent and each of the Lenders any Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers Xxxxxxxxx (or any of them). The Borrowers Each Borrower must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Administrative Agent, any Collateral Agent or the Lendersany Lender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II ‎II and III‎III). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers and (c) the Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lenders, such Borrower shall do so only through the Borrower Representative.

Borrower Representative. Each Eastside is hereby appointed by each of the Borrowers hereby appoints as its contractual representative hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as its exclusive agent for all purposes under the contractual representative of such Borrower, and the Borrower Representative agrees to act as such contractual representative. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to Lender, the Loan Documents (includingand all related agreements, without limitationcertificates, with respect documents, or instruments as shall be necessary or appropriate to all matters related effect the purposes of the Loan Documents and to the borrowing and repayment of Loans as described in Articles II and III)receive notices on their behalf. Each of the Borrowers acknowledges and Borrower agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed action taken by the Borrower Representative on its behalfor the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, (b) any notice or other communication delivered and the exercise by the Agent Borrower Representative of its powers set forth therein or any Lender hereunder herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers. Lender, and its officers, directors, agents or employees, shall not be liable to the Borrower Representative shall or any Borrower for any action taken or omitted to be deemed to have been delivered to each of the Borrowers and (c) the Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed taken by the Borrower Representative on behalf of or the Borrowers (or any of them). The Borrowers must act through the Borrower Representative for all purposes pursuant to this appointment under this Agreement and Agreement. [Signatures are on the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lenders, such Borrower shall do so through the Borrower Representative.following page(s)]

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II II. and III.). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers and (c) the Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lenders, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each Borrower hereby irrevocably authorizes, appoints and designates Netsmart Technologies as its contractual representative and agent on its behalf (in such capacity, the “Borrower Representative”) for the purposes of selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the other Loan Documents (including, without limitation, with respect to and taking all matters related to the borrowing and repayment of Loans as described in Articles II and III). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents other actions on behalf of any of Borrower or Borrowers under the Loan Documents. Netsmart Technologies hereby accepts such appointment upon the express conditions contained in this Article 11. Additionally, the Borrowers as hereby appoint the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by as their agent to receive all of the terms proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower. The Administrative Agent, the Issuing Banks and the Lenders, and their respective Related Parties, shall not be liable to the Borrower Representative or any such document executed Borrower for any action taken or omitted to be taken by the Borrower Representative on its behalfor the Borrowers pursuant to this Article 11. Notwithstanding anything to the contrary contained in this 181 Agreement, (b) any notice or no Borrower other communication delivered by the Agent or any Lender hereunder to than the Borrower Representative shall be deemed entitled to have been delivered to each take any of the Borrowers and (c) the Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lenders, such Borrower shall do so through the Borrower Representativeforegoing actions.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIany Loan). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Administrative Agent, and any Collateral Agent and each of the Lenders Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them). The Borrowers Borrower must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Administrative Agent, or any Collateral Agent or the LendersLender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II and IIIthe Loan). Each of the Borrowers acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the JGB Agent and each of the Lenders any Lender shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers Bxxxxxxxx (or any of them). The Borrowers must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the JGB Agent or the Lendersany Lender, such Borrower shall do so through the Borrower Representative.

Borrower Representative. Each of the Borrowers Borrower hereby appoints the Borrower Representative Parent to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described Loans, the issuance of Letters of Credit and the giving and receiving of notices under or in Articles II and IIIrespect of the Loan Documents) (in such capacity, the “Borrower Representative”). Each of the Borrowers Borrower acknowledges and agrees that (ai) the Borrower Representative may execute such documents on behalf of any of the Borrowers as the Borrower Representative deems appropriate in its sole discretion discretion, and with respect to any such document executed by only the Borrower Representative, each Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalfdocument, (bii) any notice or other communication delivered by the Agent Administrative Agent, any Issuing Bank or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (ciii) the Administrative Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrowers or the Borrower Representative on behalf of the Borrowers (or Representative. Each Borrower agrees that any of them). The Borrowers must act through action taken by the Borrower Representative for all purposes under this Agreement and without the other Loan Documents. Notwithstanding anything contained herein to the contraryconsent of, to the extent any provision in this Agreement requires any Borrower to interact in any manner with the Agent or the Lendersnotice to, such Borrower shall do so through the not release or discharge such Borrower Representativefrom its obligations hereunder.

Borrower Representative. Each of the Borrowers The Borrower hereby appoints the Borrower Representative to act as its exclusive agent for all purposes under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans as described in Articles II II. and III.). Each of the Borrowers The Borrower acknowledges and agrees that (a) the Borrower Representative may execute such documents on behalf of any of the Borrowers Borrower as the Borrower Representative deems appropriate in its sole discretion and each the Borrower shall be bound by and obligated by all of the terms of any such document executed by the Borrower Representative on its behalf, (b) any notice or other communication delivered by the Agent or any Lender hereunder to the Borrower Representative shall be deemed to have been delivered to each of the Borrowers Borrower and (c) the Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower Representative on behalf of the Borrowers (or any of them)Borrower. The Borrowers Borrower must act through the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any the Borrower to interact in any manner with the Agent or the Lenders, such Borrower shall do so through the Borrower Representative.