Borrowers’ Representative Clause Samples
The Borrowers’ Representative clause designates a specific individual or entity to act on behalf of all borrowers in matters related to the agreement. This representative is authorized to communicate with the lender, make decisions, provide consents, and deliver notices or instructions that are binding on all borrowers. By centralizing authority in one representative, the clause streamlines communication and decision-making, reducing confusion and administrative burden for both the lender and the borrowers.
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Borrowers’ Representative. Each of the Borrowers hereby appoints the Company as its non-exclusive representative, and grants to the Company an irrevocable power of attorney to act as its attorney-in-fact, with regard to all matters relating to this Agreement and each of the other Loan Documents, including, without limitation, execution and delivery of any Notice of Borrowing, and amendments, supplements, waivers or other modifications hereto or thereto, receipt of any notices hereunder or thereunder and receipt of service of process in connection herewith or therewith and making all elections as to interest rates and interest payment dates. (In such capacity, the Company is herein referred to as the “Borrowers’ Representative.”) The Administrative Agent and the Lenders shall be entitled to rely exclusively on the Borrowers’ Representative’s authority so to act in each instance without inquiry or investigation, and each of the Borrowers hereby agrees to indemnify and hold harmless the Administrative Agent and the Lenders for any losses, costs, delays, errors, claims, penalties or charges arising from or out of the Borrowers’ Representative’s actions pursuant to this Section 2.20 and the Administrative Agent’s and the Lenders’ reliance thereon and hereon. Notice from the Borrowers’ Representative shall be deemed to be notice from all of the Borrowers and notice to the Borrowers’ Representative shall be deemed to be notice to all of the Borrowers. Nothing in this Section 2.20 shall vitiate or be held contrary to the Borrowers’ representations and covenants regarding the Loans or the net worth or solvency of the Borrowers made herein or in any of the Loan Documents.
Borrowers’ Representative. Each of the Borrowers hereby appoints the Borrowers' Representative as its agent and representative for the purposes of all communications and authorizations between such Borrower and Lender under this Agreement or any of the other Financing Agreements, including, without limitation: making requests for Loans or Letter of Credit Accommodations; giving notices to Lender and receiving notices from Lender; and giving any direction or instruction to Lender contemplated by this Agreement. Each of the Borrowers hereby authorizes and directs Lender to act in accordance with any and every authorization, request, notice, instruction, or direction received on such Borrower's behalf from the Borrower's Representative, without requiring Lender to confirm such Borrower's authorization therefor, and each Borrower hereby releases Lender from and indemnifies Lender and holds Lender harmless against any liability, claim, loss, damages, cost, or expense arising from or relating in any way to Lender's acting upon such authorization, request, notice, instruction, or direction. Notwithstanding the foregoing, Lender may require a Borrower to confirm such request, notice, instruction, or direction, or to execute personally any agreement or instrument between such Borrower and Lender, whenever Lender in its sole discretion deems it necessary or desirable to do so.
Borrowers’ Representative. Each of the Borrowers hereby appoints the Parent as, and the Parent shall act under this Agreement as, the agent, attorney-in-fact and legal representative of the Borrowers for all purposes hereunder, including, without limitation, requesting Advances and receiving account statements and other notices and communications to the Borrowers (or any of them) from the Agent or any Lender. Accordingly, the parties agree that any and all actions to be taken hereunder by the Borrowers may be taken by the Parent for and on behalf of the Borrowers, and any and all notices and communications permitted or required to be made by the Agent or any Lender hereunder to the Borrowers, shall be deemed made to all of the Borrowers if delivered to the Parent. The Agent and the Lenders may rely, and shall be fully protected in relying, on any Borrowing Notice, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by the Parent, whether in its own name, on behalf of any other Borrower or on behalf of "the Borrowers", and neither the Agent nor any Lender shall 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 communications, provided that the provisions of this Section 4.10 shall not be construed so as to preclude any Borrower from taking other actions permitted to be taken by "a Borrower" hereunder. The Parent may from time to time tender to Agent or Lenders, representations or performance of covenants hereunder and take actions in respect of other matters on behalf of the Borrowers, and any such representations, performance or actions by the Parent, if accepted by Agent or Lenders, as the case may be, shall (irrespective of whether the particular matter is otherwise authorized elsewhere herein) be conclusively deemed done with the authorization of and on behalf of one or more of the Borrowers, as the circumstances and the specific action taken may indicate. Agent and any Lender may in all cases rely on communications from, and representations and actions taken by, the Parent as though given, delivered, made or taken by or from one or more of the Borrowers, and all such communications, representations and actions shall be binding upon any and every Borrower in whose behalf such communications, representations or actions were purportedly take...
Borrowers’ Representative. Each other Borrower hereby irrevocably appoints WinsLoew as its representative, and WinsLoew shall act under this Agreement as the representative of each Borrower for all purposes, including, without being limited to, requesting borrowings and receiving account statements and other notices and communications to the Borrowers (or any of them) from the Administrative Agent or any Lender. The Administrative Agent and the Lenders may rely, and shall be fully protected in relying, on any request for borrowing, disbursement instruction, report, information or any other notice or communication made or given by WinsLoew, whether in its own name, on behalf of any other Borrower or on behalf of "the Borrowers," and neither the Administrative Agent nor any Lender shall 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, notice or communication, nor shall the joint and several character of the Borrowers' liability for the Secured Obligations be affected. The Administrative Agent and each Lender intend to maintain a single Loan Account in the name of "WinsLoew Furniture, Inc." 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’ Representative. Each of the Borrowers hereby irrevocably appoints the Parent as such Borrower's representative and agent for all purposes under this Credit Agreement and authorizes the Parent, on behalf of each such Borrower and in each such Borrower's name to give and receive all notices and documents, certificates and instruments to be given or received by the Borrowers or any of them in connection with this Credit Agreement and the other Loan Documents, including receipt of service of legal process in connection with any suit or proceeding arising under, or in connection with the transactions contemplated by this Credit Agreement, delivery of Loan and Letter of Credit Requests, Conversion Requests, Compliance Certificates and requests for waivers and amendments and to acknowledge or consent to any amendments, waivers or assignments.
Borrowers’ Representative. (a) The Borrowers jointly and severally hereby confirm and irrevocably designate and appoint WB Propco as their agent and representative (the “Borrowers’ Representative”) for all purposes relating to the Loan. WB Propco hereby accepts such designation and appointment and agrees to serve as Borrowers’ Representative in connection with the Loan and actions required under the Loan Documents.
(b) In connection with sales of Trust Properties, releases of a Trust Deed, Additional Borrower Joinders, Advance Requests, Lender’s due diligence and approvals or otherwise, Lender may, but shall not be required to, communicate with the respective Borrowers through the Borrowers’ Representative, and receive Borrower deliveries and notices directly from the Borrowers’ Representative, and rely on all actions taken by Borrowers’ Representative for and on behalf of each of the Borrowers. Each Borrower expressly, specifically and irrevocably authorizes Lender to communicate and deal exclusively with Borrowers’ Representative, and not with any particular Borrower, for any and all purposes relating to the Loan, and to rely in all respects and for all purposes upon representations, warranties, certifications, requests, notices or other communications made by Borrowers’ Representative. Notices or correspondence provided by Lender to Borrowers’ Representative or to the Borrowers directly will be sent to the Guarantor, at the same time they are transmitted to Borrowers’ Representative or to the Borrowers directly.
(c) All representations, warranties, certifications, deliveries, requests, notices and actions taken by or through the Borrowers’ Representative, shall be deemed taken by and binding upon the Borrowers and are hereby irrevocably ratified, adopted and reaffirmed by the respective Borrowers as fully as if they were made, given or taken by the respective Borrowers directly. Notwithstanding the foregoing, if Lender so requires, at any time and from time to time, each Borrower shall provide Lender with evidence that all actions taken by Borrower’s Representative on behalf of a Borrower were and are properly authorized and/or ratified.
Borrowers’ Representative. (a) Each Borrower's Representative shall notify Lender of the names of its officers and employees authorized to request and take other actions on behalf of its Borrower (each a "Responsible Officer") and shall provide Lender with a specimen signature of each such officer or employee. Lender shall be entitled to rely conclusively on a Responsible Officer's authority to give and receive notices and take other all other actions of any kind on behalf of Borrower or any of them until Lender receives written notice to the contrary. Lender shall have no duty to verify the authenticity of the signature appearing on any notice.
(b) EACH BORROWER DOES HEREBY DESIGNATE AND APPOINT CT CORPORATION SYSTEM AT ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE OF SUCH BORROWER MAILED OR DELIVERED TO SUCH BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH BORROWER, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. EACH BORROWER (1) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH OFFICE SHALL BE DESIGNATED AS THE ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.
Borrowers’ Representative. Each of the Borrowers hereby irrevocably appoints MSAC as such Borrower’s representative and agent for all purposes under this Credit Agreement and authorizes MSAC, on behalf of each such Borrower and in each such Borrower’s name to give and receive all notices and documents, certificates and instruments to be given or received by the Borrowers or any of them in connection with this Credit Agreement and the other Loan Documents, including receipt of service of legal process in connection with any suit or proceeding arising under, or in connection with the transactions contemplated by this Credit Agreement, delivery of Loan Requests, Conversion Requests, Compliance Certificates and requests for waivers and amendments and to acknowledge or consent to any amendments, waivers or assignments.
Borrowers’ Representative. Borrower hereby designates the following natural persons, each acting alone, as its representative for purposes of (i) making all decisions with respect to the Loan and the Acquisition Loan Documents, (ii) delivering all notices, certificates, requests for advance and other documents required by the terms of the Acquisition Loan Documents or requested by Borrower in connection with the Loan and (iii) taking all other actions requested by Borrower in connection with the Loan and the Acquisition Loan Documents: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ In taking action pursuant to the terms of this Agreement and the other Acquisition Loan Documents, Lender shall be entitled to rely, without further investigation, upon any notice, certificate, request for advance or other document delivered in writing and executed or signed by such representative of Borrower. In addition, Lender may, at its option, refuse to take action in the event a notice, certificate, request for advance or other document is delivered to Lender which has not been executed or delivered by such representative of Borrower. Borrower may change such representative upon written notice to Lender.
Borrowers’ Representative. Borrower hereby designates the following natural person as its representative for purposes of (i) making all decisions with respect to the Loan and the Loan Documents, (ii) other than as permitted pursuant to subsection 6.1(d)(v), delivering all notices, certificates, requests for advance and other documents required by the terms of the Loan Documents or requested by Borrower in connection with the Loan and (iii) taking all other actions requested by Borrower in connection with the Loan and the Loan Documents: Bluegreen/Big Cedar Vacations, LLC C/O Bluegreen Vacations Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ In taking action pursuant to the terms of this Agreement and the other Loan Documents, Lender shall be entitled to rely, without further investigation, upon any notice, certificate, request for advance or other document delivered in writing and executed or signed by such representative of Borrower. In addition, Lender may, at its option, refuse to take action in the event a notice, certificate, request for advance or other document is delivered to Lender which has not been executed or delivered by such representative of Borrower (other than as permitted pursuant to subsection 6.1(d)(v)). Borrower may change such representative upon written notice to Lender.