Common use of Borrower Representative Clause in Contracts

Borrower Representative. Each Borrower hereby irrevocably appoints and designates Parent (“Borrower Representative”) as its representative and agent for all purposes under the 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 (including in respect of compliance with covenants), and all other dealings with the Lenders, the L/C Issuers and/or the Administrative Agent. Borrower Representative hereby irrevocably accepts such appointment. Each of the Lenders, the L/C Issuers and the Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Representative on behalf of the Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent may give any notice or communication with the Borrowers (or any one or more of them) hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Representative shall be binding upon and enforceable against it.

Borrower Representative. Each The Initial Borrower hereby irrevocably appoints (i) is designated and designates Parent appointed by each Borrower as its representative and agent on its behalf (in such capacity, the “Borrower Representative”) and (ii) accepts such appointment as its representative the initial Borrower Representative, in each case, for the purposes of taking any and agent for all purposes actions contemplated to be taken by the Borrower Representative or any Borrower on behalf of any Borrower or the Borrowers under the Loan Documents. The Administrative Agent, 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 (including in respect of compliance with covenants), and all other dealings with the LendersCollateral Agent, the L/C Issuers and/or and each Lender may regard any notice or other communication from the Borrower Representative that is permitted or required to be delivered by the Borrower Representative pursuant to any Loan Document as a notice or communication from all Borrowers or the applicable Borrower, as the case may be. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative 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. The Borrowers may designate a replacement Borrower Representative at any time upon five (5) Business Days’ prior written notice to the Administrative Agent. Borrower Representative hereby irrevocably accepts Upon receipt of any such appointment. Each of notice, the LendersAdministrative Agent shall promptly notify the Collateral Agent, the L/C Issuers and the Administrative Agent Lenders thereof. For the avoidance of doubt, each Borrower shall be entitled to rely upon, jointly and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Representative on behalf of the Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent may give any notice or communication severally liable with the other Borrowers (or any one or more of them) hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Representative shall be binding upon and enforceable against itObligations hereunder.

Borrower Representative. Each Borrower hereby irrevocably appoints and designates Parent (“Borrower Representative”) Contango as its representative and agent on its behalf for all the purposes under of issuing Notices of Borrowing, Notices of Conversion or Continuations, giving instructions with respect to the Loan Documentsdisbursement of the proceeds of the Advances, including requests for Loans and selecting interest rate options, requesting, extending, increasing Letters of Credit, designation giving and receiving all other notices and consents hereunder or under any of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or the other accommodations, actions under the Loan Documents and taking all other actions (including in respect of compliance with covenants), and all other dealings with ) on behalf of any Borrower or Borrowers under the Lenders, the L/C Issuers and/or the Administrative AgentLoan Documents. Borrower Representative hereby irrevocably accepts such appointment. Each of the LendersAdministrative Agent, the L/C Issuers Issuing Lender and the Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, each Lender may regard any notice or other communication (including pursuant to any notice of borrowing) delivered by Loan Document from Borrower Representative on behalf of the as a notice or communication from all Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent and may give any notice or communication with the required or permitted to be given to any Borrower or Borrowers (or any one or more of them) hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers agrees that any each notice, election, communicationrepresentation and warranty, representationcovenant, agreement or and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against itsuch Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. Each Borrower hereby irrevocably appoints and designates Parent (“Borrower Representative”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communicationscommunications with Agent, the Issuing Bank or any Lender, preparation and delivery deliver of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the LendersAgent, the L/C Issuers and/or the Administrative AgentIssuing Bank or any Lender. Borrower Representative hereby irrevocably accepts such appointment. Each of the Lenders, the L/C Issuers Agent and the Administrative Agent Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Representative on behalf of the Borrowersany Borrower. Each of the Lenders, the L/C Issuers and/or the Administrative Agent and Lenders may give send any notice or communication with the Borrowers (or any one or more of them) a Borrower hereunder to Borrower Representative on behalf of such Borrower or BorrowersBorrower. Each of the LendersAgent, the L/C Issuers and/or the Administrative Agent Issuing Bank and Lenders shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers Borrower agrees that any notice, notice election, communication, representation, agreement or undertaking made on its behalf by Borrower Representative shall be binding upon and enforceable against it.

Borrower Representative. Each Borrower hereby irrevocably appoints and designates the Parent (“Borrower Representative”) as its representative and agent on its behalf for all the purposes under of issuing Notices of Borrowing, Notices of Conversion or Continuations, giving instructions with respect to the Loan Documentsdisbursement of the proceeds of the Advances, including requests for Loans and selecting interest rate options, requesting, extending, increasing Letters of Credit, designation giving and receiving all other notices and consents hereunder or under any of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or the other accommodations, actions under the Loan Documents and taking all other actions (including in respect of compliance with covenants), and all other dealings with ) on behalf of any Borrower or Borrowers under the Lenders, the L/C Issuers and/or the Administrative AgentCredit Documents. Borrower Representative hereby irrevocably accepts such appointment. Each of the LendersAdministrative Agent, the L/C Issuers Issuing Lender and the Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, each Lender may regard any notice or other communication (including pursuant to any notice of borrowing) delivered by Loan Document from Borrower Representative on behalf of the as a notice or communication from all Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent and may give any notice or communication with the required or permitted to be given to any Borrower or Borrowers (or any one or more of them) hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers agrees that any each notice, election, communicationrepresentation and warranty, representationcovenant, agreement or and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against itsuch Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. Each Borrower hereby irrevocably appoints and designates Parent (“Borrower Representative”) Representative as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of CreditRevolving Credit Loans, designation of interest rates, delivery or receipt of communicationscommunications (including service of process), preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the LendersAdministrative Agent, the L/C Issuers and/or the Administrative AgentCollateral Agent or any Lender. The Borrower Representative hereby irrevocably accepts such appointment. Each of the LendersThe Administrative Agent, the L/C Issuers Collateral Agent and the Administrative Agent Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowingCommitted Loan Notice) delivered by Borrower Representative on behalf of the Borrowersany Borrower. Each of the LendersThe Administrative Agent, the L/C Issuers and/or Collateral Agent and the Administrative Agent Lenders may give any notice or communication with the Borrowers (or any one or more of them) a Borrower hereunder to Borrower Representative on behalf of such Borrower or BorrowersBorrower. Each of the LendersAdministrative Agent, the L/C Issuers and/or Collateral Agent and the Administrative Agent Lenders shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Representative shall be binding upon and enforceable against it.

Borrower Representative. Each Borrower hereby irrevocably appoints and designates Parent EquityCo II as the Borrower Representative (“Borrower Representative”as defined in the Amended Loan Agreement) as its representative and agent on its behalf for the purposes of issuing Funding Requests, giving instructions with respect to the disbursement of the proceeds of the Advances, giving and receiving all purposes other notices and consents hereunder or under any of the 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 (as defined in the Amended Loan Agreement) and taking all other actions (including in respect of compliance with covenants), and all other dealings with ) on behalf of any Borrower or the Lenders, Borrowers under the L/C Issuers and/or the Administrative AgentLoan Documents. The Borrower Representative hereby irrevocably xxxxxx accepts such appointment. Each of the Lenders, the L/C Issuers The Lenders and the Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, may regard any notice or other communication (including pursuant to any notice of borrowing) delivered by Loan Document from Borrower Representative on behalf of the as a notice or communication from all Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent and may give any notice or communication with the required or permitted to be given to any Borrower or Borrowers (or any one or more of them) hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers agrees that any each notice, election, communicationrepresentation and warranty, representationcovenant, agreement or and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against itsuch Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. Each Borrower hereby irrevocably appoints and designates Parent (“Borrower Representative”) MIC as its representative and agent on its behalf for the purposes of issuing Aggregate Revolving Credit Commitment reduction notices, Borrowing Notices and Conversion/Continuation Notices, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Facility LCs, giving and receiving all purposes other notices and consents hereunder or under any of the 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 and taking all other actions (including in respect of compliance with covenants), and all other dealings with ) on behalf of any Borrower or Borrowers under the Lenders, the L/C Issuers and/or the Administrative AgentLoan Documents. The Borrower Representative hereby irrevocably accepts such appointment. Each of the Lenders, the L/C Issuers The Agent and the Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, each Lender may regard any notice or other communication (including pursuant to any notice of borrowing) delivered by Loan Document from the Borrower Representative on behalf as a notice or communication from all of the Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent and may give any notice or communication with the required or permitted to be given to any Borrower or Borrowers (or any one or more of them) hereunder to the Borrower Representative on behalf of such Borrower or Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers agrees that any each notice, election, communicationrepresentation and warranty, representationcovenant, agreement or and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against itsuch Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. Each of the Israeli Borrower and the U.S. Borrower hereby irrevocably appoints and designates Parent the Israeli Borrower (the “Borrower Representative”) as its representative and agent for all purposes under this Agreement and the other Loan Documents, including requests for Loans and Letters of CreditLoans, 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 (including in respect of compliance with covenants), and all other dealings with the Lenders, the L/C Issuers Lenders and/or the Administrative Agent. The Borrower Representative hereby irrevocably accepts such appointment. Each of the Lenders, the L/C Issuers Lenders and the Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of the BorrowersIsraeli Borrower and/or the U.S. Borrower. Each of the Lenders, the L/C Issuers Lenders and/or the Administrative Agent may give any notice or communication with to the Borrowers (or any one or more of them) hereunder to the Borrower Representative on behalf of such Borrower the Borrowers (or Borrowersany one of them). Each of the Lenders, the L/C Issuers Lenders and/or the Administrative Agent shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers Israeli Borrower and the U.S. 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 Subsidiary Borrower hereby irrevocably appoints designates the Lead Borrower as its representative and designates Parent agent (in such capacity, the “Borrower Representative”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of CreditLoans, 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 (including in respect of compliance with covenants), and all other dealings with the Lenders, the L/C Issuers and/or the applicable Administrative AgentAgent or any Lender. The Lead Borrower Representative hereby irrevocably accepts such appointmentappointment as Borrower Representative. Each of the Lenders, the L/C Issuers The Administrative Agent and the Administrative Agent Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of the Borrowersany Borrower. Each of the Lenders, the L/C Issuers and/or the The Administrative Agent and the Lenders may give any notice or communication with the Borrowers (or any one or more of them) a Borrower hereunder to the Borrower Representative on behalf of such Borrower or BorrowersBorrower. Each of the Lenders, the L/C Issuers and/or the Administrative Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers 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. Anything contained herein to the contrary notwithstanding, no Borrower (other than the Borrower Representative) shall be authorized to request any Loan or Disbursement hereunder without the prior written consent of the Lead Borrower.

Borrower Representative. Each Borrower Loan Party and, if applicable, the general partners (or general partners of those general partners, as the case may be) of such Loan Party, hereby irrevocably appoints designates Kohlberg Kravis Xxxxxxx & Co. L.P. as its representative and designates Parent agent (in such capacity, the “Borrower Representative”) as its representative and agent for all purposes under the 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 (including in respect of compliance with covenants), and all other dealings with the LendersAdministrative Agent, any Issuing Bank, the L/C Issuers and/or the Swingline Lender or any Lender. Kohlberg Kravis Xxxxxxx & Co. L.P. hereby accepts such appointment as Borrower Representative. The Administrative Agent. Borrower Representative hereby irrevocably accepts such appointment. Each of the Lenders, the L/C Issuers Issuing Banks, the Swingline Lender and the Administrative Agent Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of the Borrowersany Borrower. Each of the LendersThe Administrative Agent, the L/C Issuers and/or Issuing Banks, the Administrative Agent Swingline Lender and the Lenders may give any notice or communication with the Borrowers (or any one or more of them) a Borrower hereunder to the Borrower Representative on behalf of such Borrower or BorrowersBorrower. Each of the LendersAdministrative Agent, Issuing Banks, the L/C Issuers and/or Swingline Lender and the Administrative Agent Lenders shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers 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 Borrower hereby irrevocably appoints designates Holdings as its representative and designates Parent agent (in such capacity, the “Borrower Representative”) as its representative and agent for all purposes under the Loan Documents, including requests for and receipt of 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 (including in respect of compliance with covenants), and all other dealings with the Administrative Agent and the Lenders, the L/C Issuers and/or the Administrative Agent. Borrower Representative hereby irrevocably accepts such appointment. Each of the Lenders, the L/C Issuers The Administrative Agent and the Administrative Agent Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of the Borrowersany Borrower. Each of the Lenders, the L/C Issuers and/or the The Administrative Agent and the Lenders may give any notice or communication with the Borrowers (or any one or more of them) a Borrower hereunder to the Borrower Representative on behalf of such Borrower or BorrowersBorrower. Each of the Lenders, the L/C Issuers and/or the The Administrative Agent and the Lenders shall have the right, in its their discretion, to deal exclusively with the Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers Borrower agrees that any notice, election, communication, delivery, representation, agreement agreement, action or undertaking made on its behalf by the Borrower Representative shall be binding upon and enforceable against it.

Borrower Representative. Each Borrower hereby irrevocably designates and appoints and designates Parent (“Borrower Representative”) the Company as its representative and agent on its behalf for all purposes under the Loan Documents, including requests for Loans and Letters of CreditLoans, designation selection of interest ratesrate options, issuing and delivering Borrowing Requests, Interest Election Requests, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, giving instructions with respect to the disbursement of the proceeds of the Loans, requests for waivers, amendments or other accommodations, actions giving and receiving all other notices, certifications and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants)) on behalf of any Borrower under the Loan Documents, and all other dealings with the Lenders, the L/C Issuers and/or the Administrative Agent, any Lender or any Issuer. Borrower Representative The Company hereby irrevocably accepts such appointment. Each of the Lenders, the L/C Issuers The Administrative Agent and the Administrative Agent Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Representative the Company on behalf of any Borrower. The Administrative Agent, the BorrowersLenders and the Issuers may give any notice to or communication with a Borrower hereunder to the Company on behalf of such Borrower. Each of the Lenders, the L/C Issuers and/or the Administrative Agent may give any notice or communication with and the Borrowers (or any one or more of them) hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent Lenders shall have the right, in its discretion, to deal exclusively with Borrower Representative the Company for any or all purposes under the Loan Documents. Each of the Borrowers agrees that any noticewarranty, election, communication, representationcovenant, agreement or and undertaking made on its behalf of a Borrower by the Company shall be deemed for all purposes to have been made by such Borrower Representative and shall be binding upon and enforceable against itsuch Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. Each Borrower hereby irrevocably appoints and designates Parent ___________________________________________________ (“Borrower Representative”) as its representative and agent agent, and Borrower Representative accepts such appointment, for the purposes of (i) making the Initial Draw request and each subsequent request for an Advance of the proceeds of the Loan, including giving Lender disbursement instructions, wire and deposit instructions, and telephonic confirmations; (ii) delivering certificates, including compliance certificates; (iii) [Intentionally Deleted]; (iv) giving and receiving all purposes notices and consents hereunder or under any of the other Loan Documents; (v) requesting and providing information with respect to accounts payable matters; financial reporting matters, including requests for Loans property tax matters (if applicable); insurance matters, and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation all other account servicing matters; and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or (vi) taking all other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings ) on behalf of any Borrower or the Borrowers under the Loan Documents or otherwise with respect to the Lenders, the L/C Issuers and/or the Administrative AgentLoan. Borrower Representative hereby irrevocably accepts such appointment. Each of the Lenders, the L/C Issuers and the Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, Lender may regard any notice or other communication (including pursuant to any notice of borrowing) delivered by Loan Document from Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent may give any notice or communication with the Borrowers (or any one or more of them) hereunder to Borrower Representative on behalf of shall be deemed for all purposes to have been made by such Borrower or Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Representative and shall be binding upon and enforceable against itsuch Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. Each Borrower hereby irrevocably appoints and designates Parent (“the Borrower Representative”) Representative as its representative and agent on its behalf for all the purposes of (a) issuing any borrowing notices and conversion/continuation notices, and delivering certificates required under the Loan Documents, including requests for (b) giving instructions with respect to the disbursement of the proceeds of the Loans and Letters the Bonds, (c) selecting interest rate options, (d) giving and receiving all other notices and consents hereunder or under any 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 the other accommodations, actions under the Loan Documents and (e) taking all other actions (including in respect of compliance with covenants), and all other dealings with ) on behalf of any Borrower or Borrowers under the Lenders, the L/C Issuers and/or the Administrative AgentLoan Documents. The Borrower Representative hereby irrevocably accepts such appointment. Each of the Lenders, the L/C Issuers Agent and the Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, each Lender may regard any notice or other communication (including pursuant to any notice of borrowing) delivered by Loan Document from the Borrower Representative on behalf of the as a notice or communication from each and all Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent and may give any notice or communication with the required or permitted to be given to any Borrower or Borrowers (or any one or more of them) hereunder to the Borrower Representative on behalf of such Borrower or Borrowers. Each of the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers agrees that any each notice, election, communicationrepresentation and warranty, representationcovenant, agreement or and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against itsuch Borrower to the same extent as if the same had been made directly by such Borrower.