The Borrower Representative. Each Borrower hereby designates the Borrower Representative as its representative and agent for all purposes under the Loan Documents, including requests for Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, 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 or any Lender. The Borrower Representative hereby accepts such appointment. The Administrative Agent and the 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 any Borrower. The Administrative Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Borrower Representative on behalf of such Borrower. Each of 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 Credit Documents. Each 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 Borrowing hereunder without the prior written consent of the Company. Notwithstanding anything to the contrary under this Agreement, in no event shall LIN be deemed to be a Borrower under this Agreement until after the Acquisition Effective Date.
The Borrower Representative. Parent is hereby appointed by each of the Borrowers (and hereby accepts its appointment) as each Borrower’s contractual representative under this Agreement and all other Loan Documents, and each Borrower irrevocably authorizes Parent to act as Borrower’s contractual representative with the rights and duties set forth herein and in the other Loan Documents. Parent agrees to act as the contractual representative and to promptly provide to Borrowers any notices delivered by Lender under the Loan Documents. Additionally, Borrowers hereby appoint Parent as their agent to receive all of the proceeds of the Revolving Loans in Parent’s operating account, at which time Parent will disburse the Revolving Loans among Borrowers and the U.K. Affiliates as agreed by Borrowers. Lender and its officers, directors, agents and employees, will not be liable to Parent or any Borrower for any action taken or omitted to be taken by Parent or Borrowers pursuant to this Section 3.6. Lender may regard any notice or other communication pursuant to any Loan Document from Parent as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower to Parent on behalf of all Borrowers. Each Borrower agrees that each notice or communication made on its behalf by Parent will be deemed for all purposes to have been made by each Borrower and will be binding upon and enforceable against each Borrower to the same extent as if it had been made directly by each Borrower.
The Borrower Representative. Each of the entities comprising the Borrower hereby represents and warrants to the Lender that each of them will derive benefits, directly and indirectly, from the proceeds of each Advance and Letter of Credit, both in its separate capacity and as a member of the integrated business to which its belongs. For administrative convenience, IAAC is hereby irrevocably appointed by the Borrower as agent for each of the entities comprising the Borrower for the purpose of requesting Advances and Letters of Credit hereunder from the Lender, receiving the proceeds of Advances and disbursing the proceeds of Advances. In its capacity as such agent, IAAC shall have the power and authority through its authorized officer or officers to (i) endorse any check for the proceeds of any Advance for and on behalf the Borrower and in the name of the Borrower, and (ii) instruct the Lender to credit the proceeds of any Advance directly to a banking account of the Borrower. By reason of the foregoing, the Lender is hereby irrevocably authorized by the Borrower to make Advances to the Borrower and issue Letters of Credit for the account of the Borrower pursuant to this Agreement upon the request of any one of the persons who is authorized to do so under the provisions of any applicable corporate resolutions of IAAC. The Lender assumes no responsibility or liability for any errors, mistakes and/or discrepancies in any oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Lender and the Borrower in connection with any Advance, Letter of Credit or other transaction pursuant to the provisions of this Agreement, except for acts of gross negligence and/or willful misconduct.
The Borrower Representative. SECTION 11.01. SECTION 11.01.
The Borrower Representative
