Common use of Borrowers’ Agent Clause in Contracts

Borrowers’ Agent. Each Borrower hereby appoints PRGX, and PRGX shall act under this Agreement and the other Loan Documents, as, the agent, attorney-in-fact and legal representative of all Borrowers for all purposes, including requesting loans and receiving account statements and other notices and communications to Borrowers (or any of them) from Administrative Agent on behalf of the Lenders. Borrowers acknowledge and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent may rely, and shall be fully protected in relying, on any Notice of Borrowing, disbursement instruction, report, information or any other notice or communication made or given by PRGX, whether in its own name, as Borrowers’ Agent, or on behalf of on behalf of one or more Borrowers, and Administrative Agent shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such request, instruction, report, information, other notice or communication, nor shall the joint and several character of Borrowers’ obligations hereunder be affected, provided, that the provisions of this Section 2.27 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “Borrower” hereunder.

Borrowers’ Agent. Each Borrower of the Borrowers other than PSS hereby appoints PRGXPSS, and PRGX PSS shall act under this Agreement and the other Loan DocumentsAgreement, as, as the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from Administrative the Agent on behalf or any Lender. The Agent, the Letter of Credit Issuer and the Lenders. Borrowers acknowledge and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by PRGXPSS, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of on behalf of one or more the “Borrowers”, and Administrative neither the Agent nor the Letter of Credit Issuer or any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communicationcommunications, nor shall the joint and several character of the Borrowers’ obligations hereunder be affected, provided, that the provisions of this Section 2.27 3.9 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “Borrower” hereunder.

Borrowers’ Agent. Each Borrower of the Borrowers, other than the Company, hereby irrevocably appoints PRGXthe Company, and PRGX the Company shall act under this Agreement and the other Loan DocumentsAgreement, as, as the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from Administrative Agent on behalf the Agent, any Letter of Credit Issuer or any Lender. The Agent, the Lenders. Borrowers acknowledge Letter of Credit Issuers and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Continuation/Conversion, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by PRGXthe Company, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of on behalf of one or more the “Borrowers”, and Administrative neither the Agent nor the Letter of Credit Issuers or any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communication, nor shall the joint and several character of Borrowers’ obligations hereunder be affected, provided, ; provided that the provisions of this Section 2.27 4.10 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “Borrower” Borrower hereunder.

Borrowers’ Agent. Each Borrower of the Borrowers other than Caraustar hereby appoints PRGXCaraustar, and PRGX Caraustar shall act under this Agreement and the other Loan DocumentsAgreement, as, as the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from Administrative the Agent on behalf or any Lender. The Agent, the Letter of Credit Issuer and the Lenders. Borrowers acknowledge and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by PRGXCaraustar, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of on behalf of one or more the “Borrowers”, and Administrative neither the Agent nor the Letter of Credit Issuer or any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communicationcommunications, nor shall the joint and several character of the Borrowers’ obligations hereunder be affected, provided, that the provisions of this Section 2.27 3.10 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “Borrower” hereunder.

Borrowers’ Agent. Each Borrower of the Borrowers, other than the Company, hereby irrevocably appoints PRGXthe Company, and PRGX the Company shall act under this Agreement and the other Loan DocumentsAgreement, as, as the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from Administrative the Agent on behalf or any Lender. The Agent, the Letter of Credit Issuers and the Lenders. Borrowers acknowledge and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Continuation/Conversion, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by PRGXthe Company, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of on behalf of one or more the “Borrowers”, and Administrative neither the Agent nor the Letter of Credit Issuers or any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communicationcommunications, nor shall the joint and several character of the U.S. Borrowers’ obligations hereunder be affected, ; provided, that the provisions of this Section 2.27 4.10 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “Borrower” hereunder.

Borrowers’ Agent. Each Borrower other than LSG hereby appoints PRGXLSG, and PRGX LSG shall act under this Agreement and the other Loan Documents, as, the agent, attorney-in-fact and legal representative of all Borrowers for all purposes, including requesting loans and receiving account statements and other notices and communications to Borrowers (or any of them) from Administrative Agent on behalf of the and Lenders. Borrowers acknowledge Agent and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowingrequest for an advance, disbursement instruction, report, information or any other notice or communication made or given by PRGXLSG, whether in its own name, as Borrowers’ Agent, or on behalf of on behalf of one or more Borrowers, and Administrative neither Agent nor any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such request, instruction, report, information, other notice or communication, nor shall the joint and several character of Borrowers’ obligations hereunder be affected, provided, that the provisions of this Section 2.27 paragraph shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “Borrower” hereunder.

Borrowers’ Agent. Each Borrower of the Borrowers other than the Parent hereby appoints PRGXthe Parent, and PRGX the Parent shall act under this Agreement and the other Loan DocumentsAgreement, as, as the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from the Administrative Agent on behalf of or any Lender (in such capacity, the Lenders“Borrowers’ Agent”). Borrowers acknowledge and agree that all the Obligations are jointly and severally owing by the Borrowers. The Administrative Agent and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by PRGXthe Parent, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of on behalf of one or more the “Borrowers”, and neither the Administrative Agent nor any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communicationcommunications, nor shall the joint and several character of the Borrowers’ obligations hereunder be affected, provided, that the provisions of this Section 2.27 1.6 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “Borrower” hereunder.

Borrowers’ Agent. Each Borrower of the Borrowers other than Supreme hereby appoints PRGXSupreme as, and PRGX Supreme shall act under this Agreement and the other Loan Documents, as, the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from Administrative the Agent on behalf of or any Lender. The Agent and the Lenders. Borrowers acknowledge and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice notice of Borrowingborrowing, notice of conversion or continuation, disbursement instruction, report, information or any other notice or communication made or given by PRGXSupreme, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of on behalf of one or more "the Borrowers", and Administrative neither the Agent nor any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower Borrowers as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communicationcommunications, nor shall the joint and several character of the Borrowers’ obligations hereunder ' liability for the Secured Obligations be affected, provided, PROVIDED that the provisions of this Section 2.27 SECTION 5.13 shall not be construed so as to preclude any Borrower from directly requesting Loans or taking other actions permitted to be taken by "a “Borrower” " hereunder. The Agent and each Lender intend to maintain a single Loan Account in the name of "Supreme International Corporation" hereunder and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of its liability for the Secured Obligations.

Borrowers’ Agent. Each Borrower of the Borrowers other than Parent hereby appoints PRGXParent, and PRGX Parent shall act under this Agreement and the other Loan DocumentsAgreement, as, as the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from Administrative the Collateral Agent on behalf or any Lender. The Collateral Agent, the Letter of Credit Issuer and the Lenders. Borrowers acknowledge and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by PRGXParent, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of on behalf of one or more the "Borrowers", and Administrative neither the Collateral Agent nor the Letter of Credit Issuer or any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communicationcommunications, nor shall the joint and several character of the Borrowers’ obligations hereunder be affected, provided, that the provisions of this Section 2.27 3.11 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “"Borrower” " hereunder.

Borrowers’ Agent. Each Borrower of the Borrowers other than Parent hereby appoints PRGXParent as, and PRGX Parent shall act under this Agreement and the other Loan Documents, as, the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from Administrative the Agent on behalf of or any Lender. The Agent and the Lenders. Borrowers acknowledge and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by PRGXParent, whether in its own name, as Borrowers’ ' Agent, on behalf of any other Borrower or on behalf of on behalf of one or more "the Borrowers", and Administrative neither the Agent nor any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communicationcommunications, nor shall the joint and several character of the U.S. Borrowers’ ' obligations hereunder be affected, provided, PROVIDED that the provisions of this Section 2.27 SECTION 3.16 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by "a “Borrower” " hereunder.

Borrowers’ Agent. Each Borrower of the Borrowers, other than the Company, hereby irrevocably appoints PRGXthe Company, and PRGX the Company shall act under this Agreement and the other Loan DocumentsAgreement, as, as the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from Administrative Agent on behalf the Agent, any Letter of Credit Issuer or any Lender. The Agent, the Lenders. Borrowers acknowledge Letter of Credit Issuers and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Continuation/Conversion, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by PRGXthe Company, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of on behalf of one or more the “Borrowers”, and Administrative neither the Agent nor the Letter of Credit Issuers or any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communicationcommunications, nor shall the joint and several character of the U.S. Borrowers’ obligations hereunder be affected, ; provided, that the provisions of this Section 2.27 4.10 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “Borrower” hereunder.

Borrowers’ Agent. Each Borrower of the Borrowers other than Holdings hereby appoints PRGXHoldings, and PRGX Holdings shall act under this Agreement and the other Loan DocumentsAgreement, as, as the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from the Administrative Agent on behalf of or any Lender. The Administrative Agent, the Lenders. Borrowers acknowledge Issuing Bank and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice notice or communication of Borrowingany kind received from Borrowers' Agent in respect of any notice or other communication of any kind that shall or may be given hereunder by any or all of the Borrowers, including without limitation notices of borrowing, notices of conversion or continuation, requests for Letters of Credit, disbursement instructioninstructions, reportreports, information or any other notice or communication made or given by PRGXHoldings, whether in its own name, as Borrowers’ ' Agent, on behalf of any other Borrower or on behalf of on behalf of one or more the "Borrowers", and neither the Administrative Agent nor the Issuing Bank nor any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, or other notice or communication, nor shall the joint and several character of the Borrowers’ ' obligations hereunder be affected, provided, that the provisions of this Section 2.27 2.14 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “"Borrower” " hereunder.

Borrowers’ Agent. Each Borrower of the Borrowers, other than the Company, hereby irrevocably appoints PRGXthe Company, and PRGX the Company shall act under this Agreement and the other Loan DocumentsAgreement, as, as the agent, attorney-in-fact and legal representative of all such other Borrowers for all purposes, including requesting loans Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from Administrative Agent on behalf the Agent, any Letter of Credit Issuer or any Lender. The Agent, the Lenders. Borrowers acknowledge Letter of Credit Issuers and agree that all the Obligations are jointly and severally owing by the Borrowers. Administrative Agent Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Continuation/Conversion, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by PRGXthe Company, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of on behalf of one or more the “Borrowers”, and Administrative neither the Agent nor the Letter of Credit Issuers or any Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communication, nor shall the joint and several character of the U.S. Borrowers’ obligations hereunder be affected, ; provided, that the provisions of this Section 2.27 4.9 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “Borrower” hereunder.