Signature Block for Agent with Power of Attorney
(Loan Documents)

Summary

This clause is a standard form signature block for the execution of documents in connection with a lending transaction by a person acting under the power and authority of a power of attorney instrument. This clause includes practical guidance and drafting notes. The companies acting as borrower(s), guarantor(s), pledgor(s), or in any other capacity pursuant to operative and ancillary documents executed in connection with the closing of a lending transaction—including an initial financing and any subsequent amendments, waivers, or other modifications—will be required to execute and be bound by the terms of those documents. The form of business entity of each signing company, that company's formation documents, and the applicable written consents, resolutions, and incumbency certificates will drive the analysis of which individual(s) are permitted to execute documents on behalf of that company. If an entity authorizes a third party to execute closing documents on its behalf, it will need to execute a power of attorney document. Counsel to the lenders should review the power of attorney to ensure the company has properly granted authority to the agent to execute the loan documents and cause the principal to undertake the transactions contemplated by the loan documents. See Power of Attorney (Signing Closing Documents) and Powers of Attorney for further information. It is customary that the party charged with the principal drafting responsibility for a particular document is also responsible for obtaining the signature pages for that document. In addition, counsel for the lenders should review the secretary's certificates for each loan party—or the entity granted the power of attorney—to determine the identity of the officers who are authorized to sign the documents and that such parties will remain an incumbent at the time of signing. Counsel for the lenders should gather signature pages in advance of closing to confirm the availability of authorized signatories, with the caveat that the de jure officer or director must be the executing party and they should not sign before they are formally elected to office. In addition, counsel for the lenders should ensure that references on the signature pages match up to the documents by following the references to the parties exactly as described in the recitals and execution block. For example, a loan party may be referred to as "Borrower" or "Guarantor" or possibly "Holdings," depending on that loan party's role in the transaction, and references to these roles may be included on a signature page. When an officer of an entity granted power of attorney or attorney-in-fact is signing on behalf of another loan party, the signature block must reflect this arrangement. Ideally, the signature pages should clearly indicate in the footer of the document the name of the relevant document to ensure that it can be traced if the signature pages become separated. References to the document or version number or file name should be excluded from the signature pages. For more information on the closing process, see Closing Process Resource Kit and Closing Process Fundamentals and Deliverables. For additional signature block clauses, see Signature Block for Limited Partnership (Loan Documents), Signature Block for Limited Liability Company (Loan Documents), Signature Block for Individual (Loan Documents), Signature Block for Foreign Corporation (Loan Documents) and Signature Block for Corporation (Loan Documents).