Common use of Lead Borrower Clause in Contracts

Lead Borrower. Each Borrower hereby irrevocably appoints Lead Borrower as the borrowing agent and attorney-in-fact for each Borrower, and authorizes Lead Borrower (a) to provide Administrative Agent with all notices with respect to Credit Extensions obtained for the benefit of any Borrower and all other notices and instructions under this Credit Agreement or any other Loan Document and (b) to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes of this Credit Agreement or any other Loan Document. Lead Borrower hereby accepts such appointment. The Credit Parties shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication delivered by Lead Borrower on behalf of any Borrower. The Credit Parties may give any notice to, or other communication with, any Borrower hereunder to Lead Borrower on behalf of such Borrower. Each of the Credit Parties shall have the right, in its discretion, to deal exclusively with Lead Borrower for any or all purposes under the Loan Documents. It is understood that the handling of the Credit Extensions and the Collateral of Loan Parties in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of Credit Extensions and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group.

Lead Borrower. (a) Each Additional Borrower hereby irrevocably appoints designates the Lead Borrower as its representative and agent for all purposes under the borrowing agent Loan Documents, including requests for Loans and attorney-in-fact 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 each Borrowerwaivers, and authorizes Lead Borrower amendments or other accommodations, actions under the Loan Documents (a) to provide Administrative Agent including in respect of compliance with all notices with respect to Credit Extensions obtained for the benefit of any Borrower covenants), and all other notices and instructions under this Credit Agreement dealings with the Administrative Agent, any L/C Issuer or any other Loan Document and (b) to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes of this Credit Agreement or any other Loan DocumentLender. The Lead Borrower hereby accepts such appointment. The Credit Parties Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication (including any Notice of Borrowing) delivered by the Lead Borrower on behalf of any Additional Borrower. The Credit Parties Administrative Agent and the Lenders may give any notice to, or other communication with, any with a Borrower hereunder to the Lead Borrower on behalf of such Borrower▇▇▇▇▇▇▇▇. Each of the Credit Parties Administrative Agent, the L/C Issuers and the Lenders shall have the right, in its discretion, to deal exclusively with the Lead Borrower for any or all purposes under the Loan Documents. It is understood Each Additional Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the handling Lead Borrower shall be binding upon and enforceable against it. (b) The Lead Borrower hereby accepts joint and several liability hereunder and under the other Loan Documents in consideration of the Credit Extensions to be provided by the Lenders under this Agreement and the Collateral of other Loan Parties in a combined fashionDocuments, as more fully set forth herein, is done solely as an accommodation to for the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive mutual benefit, directly or and indirectly, from of each of the handling Borrowers. The Lead Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each other Borrower, with respect to the payment and performance of Credit Extensions all of the Obligations of such other Borrower. If and to the Collateral extent that a Borrower shall fail to make any payment with respect to any of such Borrower’s Obligations as and when due or to perform any of such Borrower’s Obligations in a combined fashion since accordance with the successful operation terms thereof, then in each such event, the Lead Borrower will make such payment with respect to, or perform, such Borrower’s Obligation. (c) Each Additional Borrower is liable only for their portion of the Obligation. Subject to the terms and conditions hereof, the Obligations of each Borrower is dependent under the provisions of this Section 2.17 constitute the absolute and unconditional, full recourse Obligations of such Borrower, enforceable against such Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Loan Documents or any other circumstances whatsoever. The provisions of this Section 2.17 are made for the benefit of the Agents, the Lenders and their successors and assigns, and may be enforced by them from time to time against any or all of the applicable Borrowers as often as occasion therefor may arise and without requirement on the continued successful performance part of the integrated groupAgents, the Lenders or such successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any other applicable Borrower or to exhaust any remedies available to it or them against any other applicable Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. (d) No Additional Borrower shall have liability with respect to the obligations, including any Credit Extension hereunder, of any other Additional Borrower. Any representation, covenant or other obligation included in this Agreement shall only be made with respect to itself and on its own behalf. (e) The provisions of this Section 2.17 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied; provided that each Additional Borrower shall be released from these provisions to the extent it is released as an Additional Borrower pursuant to Section 10.27.

Lead Borrower. Each Borrower hereby irrevocably appoints Lead Borrower as the borrowing agent and attorney-in-fact for each Borrower, which appointment shall remain in full force and effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Lead Borrower. Each Borrower hereby irrevocably appoints and authorizes Lead Borrower (a) to provide Administrative Agent with all notices with respect to Credit Extensions Term Loans obtained for the benefit of any Borrower and all other notices and instructions under this Credit Agreement or any other Loan Document and (b) to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes of this Credit Agreement or any other Loan Document. Lead Borrower hereby accepts such appointment. The Credit Parties shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication delivered by Lead Borrower on behalf of any Borrower. The Credit Parties may give any notice to, or other communication with, any Borrower hereunder to Lead Borrower on behalf of such Borrower. Each of the Credit Parties shall have the right, in its discretion, to deal exclusively with Lead Borrower for any or all purposes under the Loan DocumentsAgreement. It is understood that the handling of the Credit Extensions Term Loans and the Collateral of Loan Parties in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers Borrower in order to utilize the collective borrowing powers of the Borrowers Borrower in the most efficient and economical manner and at their request, and that Administrative Agent shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of Credit Extensions Term Loans and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce Administrative Agent to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify Administrative Agent and hold it harmless against any and all liability, expense, loss or claim of damage or injury, made against Administrative Agent by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Collateral of Loan Parties as herein provided, (b) Administrative Agent relying on any instructions of Lead Borrower, or (c) any other action taken by Administrative Agent hereunder or under the other Loan Documents, except that Borrower will have no liability under this Section 2.24 with respect to any liability that has been finally determined by a court of competent jurisdiction if such liability resulted solely from the gross negligence or willful misconduct of Administrative Agent.

Lead Borrower. Each Borrower hereby irrevocably appoints Lead Borrower as “Lead Borrower”. Each of the borrowing agent Borrowers hereby directs the Administrative Agent to disburse the proceeds of each Loan and attorney-in-fact Floorplan Advance to or at the direction of the Lead Borrower, with such directions to be subject to approval of the Administrative Agent in its discretion, and such distribution will, in all circumstances, be deemed to be made to each of the Borrowers. From time to time, Lead Borrower shall further direct the disbursement of the Loans and Floorplan Advances for the account of each Borrower, and authorizes each Borrower represents and warrants that the subsequent receipt and use of such proceeds by any particular Borrowers inures to the economic benefit directly and indirectly of each Borrower. For so long as this Agreement is in effect, each Borrower hereby covenants and agrees, and hereby grants to the Lead Borrower an absolute and irrevocable power of attorney coupled with interest, and irrevocably designates, appoints, authorizes and directs the Lead Borrower to (a) certify the consolidated financial statements of Borrowers, (b) request Loans and Floorplan Advances, and execute and deliver written requests for Loans and Floorplan Advances, (c) request the issuance of Letters of Credit, (d) make any other deliveries required to provide be delivered periodically hereunder to the Administrative Agent with all notices with respect Agent, and to Credit Extensions obtained act on behalf of such Borrowers for the benefit purposes of any Borrower giving and all other receiving notices and instructions certificate under this Credit Agreement or any other Loan Document and (b) document related to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes of this Credit Agreement or any other Loan Document. Lead Borrower hereby accepts such appointmentAgreement. The Credit Parties shall be Agents are entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication delivered by Lead Borrower act on behalf of any Borrower. The Credit Parties may give any notice to, or other communication with, any Borrower hereunder to Lead Borrower on behalf of such Borrower. Each the instructions of the Credit Parties shall have the right, in its discretion, to deal exclusively with Lead Borrower for any or all purposes under the Loan Documents. It is understood that the handling of the Credit Extensions and the Collateral of Loan Parties in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of Credit Extensions and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated groupBorrower.

Lead Borrower. Each Borrower hereby irrevocably appoints designates the Lead Borrower as its representative and agent for all purposes under the borrowing agent Loan Documents relating to Borrowing Requests, Letter of Credit Requests and attorney-in-fact designation of interest rates and for each Borrowerall other purposes under the Loan Documents, including delivery or receipt of communications, preparation and authorizes Lead Borrower delivery of Borrowing Base Certificates and financial reports, requests for waivers, amendments or other accommodations, actions under the Loan Documents (a) to provide Administrative Agent including in respect of compliance with all notices with respect to Credit Extensions obtained for the benefit of any Borrower covenants), and all other notices and instructions under this Credit Agreement dealings with the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Loan Document and (b) to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes of this Credit Agreement or any other Loan DocumentLender. The Lead Borrower hereby accepts accept such appointmentappointments. The Credit Parties Administrative Agent, any Issuing Bank, any Swingline Lender and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, (i) any Borrowing Request, Letter of Credit Request, designation of interest rate, instructions for receipt of Borrowings and payment of Loan Document Obligations delivered by the Lead Borrower on behalf of the applicable Borrowers and (ii) any other notice or other communication delivered by the Lead Borrower on behalf of any Borrower. The Credit Parties Administrative Agent and the Lenders may give any notice to, or other communication with, any with a Borrower hereunder to the Lead Borrower on behalf of such Borrower▇▇▇▇▇▇▇▇. Each of the Credit Parties Administrative Agent, the Issuing Banks and the Lenders shall have the right, in its discretion, to deal exclusively with the Lead Borrower with respect to Borrowing Requests, Letter of Credit Requests and designation of interest rates, and the Lead Borrower for any or all other purposes under the Loan Documents. It is understood that the handling of the Credit Extensions and the Collateral of Loan Parties in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefitagrees that any notice, directly election, communication, representation, agreement or indirectlyundertaking made on its behalf by the Lead Borrower, from in each case, consistent with the handling of Credit Extensions foregoing provisions, shall be binding upon and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated groupenforceable against it.

Lead Borrower. Each Except as otherwise provided herein, each Borrower hereby irrevocably appoints designates its Facility Lead Borrower and the Lead Borrower as its representative and agent for all purposes under this Agreement and the borrowing agent other Loan Documents, including requests for Revolving Loans and attorney-in-fact Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base Certificates and financial reports, receipt and payment of Obligations, requests for each Borrowerwaivers, amendments or other accommodations, actions under this Agreement and authorizes Lead Borrower the other Loan Documents (a) to provide Administrative Agent including in respect of compliance with all notices with respect to Credit Extensions obtained for the benefit of any Borrower covenants), and all other notices and instructions under this Credit Agreement dealings with the Administrative Agent, the Issuing Banks or any other Loan Document and (b) to take such action as Lender. Without limiting the generality of the foregoing, each Borrower hereby designates its Facility Lead Borrower deems appropriate on as its behalf to carry out representative and agent for the purposes purpose of this Credit Agreement or any other Loan Documentreceiving the proceeds of Revolving Loans requested by the Lead Borrower for such Borrower’s Facility. The applicable Facility Lead Borrower and the Lead Borrower hereby accepts 3775032.13 such appointment. The Credit Parties Administrative Agent, the Lenders and any other Secured Party shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication (including any Committed Loan Notice) delivered by a Facility Lead Borrower or the Lead Borrower on behalf of any Borrower. The Credit Parties Administrative Agent, the Issuing Banks and the Lenders may give any notice to, or other communication with, any with a Borrower hereunder to the applicable Facility Lead Borrower or the Lead Borrower on behalf of such Borrower. Each of the Credit Parties Administrative Agent, the Issuing Banks and the Lenders shall have the right, in its discretion, to deal exclusively with the Lead Borrower for any or all purposes under this Agreement or the other Loan Documents. It is understood that the handling of the Credit Extensions and the Collateral of Loan Parties in Documents or, with respect to a combined fashionFacility, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent shall not incur any liability to any Borrower as a result hereofsuch Facility’s Lead Borrower. Each Borrower expects to derive benefitagrees that any notice, directly election, communication, representation, agreement or indirectly, from undertaking made on its behalf by its Facility Lead Borrower or the handling of Credit Extensions Lead Borrower shall be binding upon and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated groupenforceable against it.

Lead Borrower. Each Borrower hereby irrevocably appoints designates the Lead Borrower as its representative and agent for all purposes under the borrowing agent Loan Documents relating to Borrowing Requests, Letter of Credit Requests and attorney-in-fact designation of interest rates and for each Borrowerall other purposes under the Loan Documents, including delivery or receipt of communications, preparation and authorizes Lead Borrower delivery of Borrowing Base Certificates and financial reports, requests for waivers, amendments or other accommodations, actions under the Loan Documents (a) to provide Administrative Agent including in respect of compliance with all notices with respect to Credit Extensions obtained for the benefit of any Borrower covenants), and all other notices and instructions under this Credit Agreement dealings with the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Loan Document and (b) to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes of this Credit Agreement or any other Loan DocumentLender. The Lead Borrower hereby accepts accept such appointmentappointments. The Credit Parties Administrative Agent, any Issuing Bank, any Swingline Lender and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, (i) any Borrowing Request, Letter of Credit Request, designation of interest rate, instructions for receipt of Borrowings and payment of Loan Document Obligations delivered by the Lead Borrower on behalf of the applicable Borrowers and (ii) any other notice or other communication delivered by the Lead Borrower on behalf of any Borrower. The Credit Parties Administrative Agent and the Lenders may give any notice to, or other communication with, any with a Borrower hereunder to the Lead Borrower on behalf of such Borrower. Each of the Credit Parties Administrative Agent, the Issuing Banks and the Lenders shall have the right, in its discretion, to deal exclusively with the Lead Borrower with respect to Borrowing Requests, Letter of Credit Requests and designation of interest rates, and the Lead Borrower for any or all other purposes under the Loan Documents. It is understood that the handling of the Credit Extensions and the Collateral of Loan Parties in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefitagrees that any notice, directly election, communication, representation, agreement or indirectlyundertaking made on its behalf by the Lead Borrower, from in each case, consistent with the handling of Credit Extensions foregoing provisions, shall be binding upon and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated groupenforceable against it.

Lead Borrower. Each Borrower hereby designates EVERSIDE HEALTH, LLC, a Delaware limited liability company formerly known as Paladina Health, LLC (“Lead Borrower”), and irrevocably appoints Lead Borrower (and any of Lead Borrower’s designated officers, agents or employees), as such Borrower’s true and lawful attorney and as its representative and agent for all purposes under the Loan Documents, including requests for and receipt of Advances and other Credit Extensions, designation of interest rates, delivery or receipt of communications, delivery of financial information and reports, payment of Obligations, requests and agreements for waivers, amendments or other accommodations, any and all actions under the Loan Documents (including certification in respect of compliance with covenants and all borrowing agent and attorney-in-fact for each Borrowerbase calculations), and authorizes Lead Borrower (a) to provide Administrative Agent with all notices with respect to Credit Extensions obtained for the benefit of any Borrower and all other notices and instructions under this Credit Agreement or any other Loan Document and (b) to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes of this Credit Agreement or any other Loan Documentdealings with Bank. Lead Borrower hereby accepts such appointment, designation and power of attorney. The Credit Parties Notwithstanding anything to the contrary contained in this Agreement, Bank shall be entitled to rely upon, and shall be fully protected in relying solely upon, any notice or communication (including any Compliance Certificate, Borrowing Base Certificate, certification of financial statements, intellectual property report. Loan Advance/Paydown Request Form or other communication request for any Credit Extension) delivered by Lead Borrower on behalf of any Borrower, and the accuracy of the same as it relates to each Borrower. The Credit Parties Each Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank may give any notice to, or other communication with, any with a Borrower hereunder to Lead Borrower only on behalf of such Borrower. Each of the Credit Parties Bank shall have the right, in its discretion, to deal exclusively with Lead Borrower for any or all purposes under the Loan Documents. It is understood Each Borrower agrees that any notice, election, communication, delivery, representation, agreement, action or undertaking on its behalf by Lead Borrower shall be binding upon and enforceable against it. Bank shall be entitled to rely on any notice given by a person who Bank reasonably believes to be a Responsible Officer of Lead Borrower or a designee thereof. Each Borrower acknowledges and agrees that Bank has agreed to the handling provisions of this Section 14.10 at the Credit Extensions request of Borrowers, and the Collateral of Loan Parties in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their requestBorrowers, and that Administrative Agent shall not incur any liability notwithstanding the foregoing or anything to the contrary contained herein. Bank may require each and/or any Borrower as a result hereof. Each Borrower expects to derive benefitexecute, directly certify or indirectlyconfirm the accuracy of any agreement, from the handling of Credit Extensions certificate, instrument, calculation or other report, document or information (and the Collateral in a combined fashion since the successful operation of upon Bank’s request, each Borrower is dependent on shall deliver the continued successful performance of the integrated groupsame to Bank).

Lead Borrower. Each Borrower hereby irrevocably appoints designates the Lead Borrower as its representative and agent for all purposes under the borrowing agent Credit Documents, including requests for Revolving Loans and attorney-in-fact Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for each Borrowerwaivers, and authorizes Lead Borrower amendments or other accommodations, actions under the Credit Documents (a) to provide Administrative Agent including in respect of compliance with all notices with respect to Credit Extensions obtained for the benefit of any Borrower covenants), and all other notices and instructions under this Credit Agreement dealings with the Administrative Agent, the Issuing Banks or any other Loan Document and (b) to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes of this Credit Agreement or any other Loan DocumentLender. The Lead Borrower hereby accepts such appointment. The Credit Parties Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication (including any Notice of Borrowing) delivered by the Lead Borrower on behalf of any Borrower. The Credit Parties Administrative Agent and the Lenders may give any notice to, or other communication with, any with a Borrower hereunder to the Lead Borrower on behalf of such Borrower. Each of the Credit Parties Administrative Agent, the Issuing Banks and the Lenders shall have the right, in its discretion, to deal exclusively with the Lead Borrower for any or all purposes under the Loan Credit Documents. It Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. . If (i) the aggregate U.S. Revolving Loans outstanding exceed the U.S. Line Cap, (ii) the aggregate Canadian Revolving Loans outstanding exceed the Canadian Line Cap or (iii) the aggregate Revolving Loans outstanding exceed the Line Cap (each of the foregoing clauses (i), (ii) and (iii), an “Overadvance”), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Applicable Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required) and (ii) the aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Aggregate Non-FILO Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the aggregate outstanding U.S. Revolving Loans and U.S. LC Obligations to exceed the aggregate U.S. Revolving Commitments, (ii) the aggregate outstanding Canadian Revolving Loans and Canadian LC Obligations to exceed the aggregate Canadian Revolving CommitmentsSublimit or (iii) the aggregate outstanding Revolving Loans and LC ObligationsAggregate Exposure to exceed the aggregate RevolvingAggregate Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default; it being understood that the handling making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of then existing Event of Default. In no event shall any Borrower or other Credit Extensions and Party be permitted to require any Overadvance Loan to be made. Required Lenders may at any time revoke the Collateral of Loan Parties in a combined fashion, as more fully set forth herein, is done solely as an accommodation Administrative Agent’s authority to make further Overadvance Loans by written notice to the Borrowers in order to utilize Administrative Agent. Absent such revocation, the collective borrowing powers Administrative Agent’s determination that funding of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent an Overadvance Loan is appropriate shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of Credit Extensions and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated groupbe conclusive.

Lead Borrower. Each Borrower hereby irrevocably appoints Lead Borrower Gander as the borrowing agent and attorney-in-fact for all Borrowers (the “Lead Borrower”) which appointment shall remain in full force and effect unless and until the Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Lead Borrower, . Each Borrower hereby irrevocably appoints and authorizes the Lead Borrower (ai) to provide Administrative the Agent with all notices with respect to Credit Extensions Loans obtained for the benefit of any Borrower and all other notices and instructions under this Credit Agreement or any other Loan Document and (bii) to take such action as the Lead Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Credit Agreement or any other Loan Document. Lead Borrower hereby accepts such appointment. The Credit Parties shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication delivered by Lead Borrower on behalf of any Borrower. The Credit Parties may give any notice to, or other communication with, any Borrower hereunder to Lead Borrower on behalf of such Borrower. Each of the Credit Parties shall have the right, in its discretion, to deal exclusively with Lead Borrower for any or all purposes under the Loan DocumentsAgreement. It is understood that the handling of the Credit Extensions Loan Account and the Collateral of Loan Parties the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent Lenders shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of Credit Extensions the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lenders and hold each member of the Lenders harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lenders by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of the Borrowers as herein provided, (b) the Lenders’ relying on any instructions of the Lead Borrower, or (c) any other action taken by the Agent or the Lenders hereunder or under the other Loan Documents in reliance upon any notice or instruction given by the Lead Borrower, except that Borrowers will have no liability to the Agent or any Lender or any of their respective Affiliates, officers, directors, employees, attorneys, and agents under this Section 19.22 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of the Agent or the applicable Lender, as the case may be.

Lead Borrower. (a) Each Additional Borrower hereby irrevocably appoints designates the Lead Borrower as its representative and agent for all purposes under the borrowing agent Loan Documents, including requests for Loans and attorney-in-fact 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 each Borrowerwaivers, and authorizes Lead Borrower amendments or other accommodations, actions under the Loan Documents (a) to provide Administrative Agent including in respect of compliance with all notices with respect to Credit Extensions obtained for the benefit of any Borrower covenants), and all other notices and instructions under this Credit Agreement dealings with the Administrative Agent, any L/C Issuer or any other Loan Document and (b) to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes of this Credit Agreement or any other Loan DocumentLender. The Lead Borrower hereby accepts such appointment. The Credit Parties Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication (including any Notice of Borrowing) delivered by the Lead Borrower on behalf of any Additional Borrower. The Credit Parties Administrative Agent and the Lenders may give any notice to, or other communication with, any with a Borrower hereunder to the Lead Borrower on behalf of such Borrower. Each of the Credit Parties Administrative Agent, the L/C Issuers and the Lenders shall have the right, in its discretion, to deal exclusively with the Lead Borrower for any or all purposes under the Loan Documents. It is understood Each Additional Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the handling Lead Borrower shall be binding upon and enforceable against it. (b) The Lead Borrower hereby accepts joint and several liability hereunder and under the other Loan Documents in consideration of the Credit Extensions to be provided by the Lenders under this Agreement and the Collateral of other Loan Parties in a combined fashionDocuments, as more fully set forth herein, is done solely as an accommodation to for the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive mutual benefit, directly or and indirectly, from of each of the handling Borrowers. The Lead Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each other Borrower, with respect to the payment and performance of Credit Extensions all of the Obligations of such other Borrower. If and to the Collateral extent that a Borrower shall fail to make any payment with respect to any of such Borrower’s Obligations as and when due or to perform any of such Borrower’s Obligations in a combined fashion since accordance with the successful operation terms thereof, then in each such event, the Lead Borrower will make such payment with respect to, or perform, such Borrower’s Obligation. (c) Each Additional Borrower is liable only for their portion of the Obligation. Subject to the terms and conditions hereof, the Obligations of each Borrower is dependent under the provisions of this Section 2.17 constitute the absolute and unconditional, full recourse Obligations of such Borrower, enforceable against such Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Loan Documents or any other circumstances whatsoever. The provisions of this Section 2.17 are made for the benefit of the Agents, the Lenders and their successors and assigns, and may be enforced by them from time to time against any or all of the applicable Borrowers as often as occasion therefor may arise and without requirement on the continued successful performance part of the integrated groupAgents, the Lenders or such successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any other applicable Borrower or to exhaust any remedies available to it or them against any other applicable Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. (d) No Additional Borrower shall have liability with respect to the obligations, including any Credit Extension hereunder, of any other Additional Borrower. Any representation, covenant or other obligation included in this Agreement shall only be made with respect to itself and on its own behalf. (e) The provisions of this Section 2.17 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied; provided that each Additional Borrower shall be released from these provisions to the extent it is released as an Additional Borrower pursuant to Section 10.27.

Lead Borrower. Each Borrower CASPER SLEEP RETAIL LLC, CASPER SCIENCE LLC and any Person that executes a Joinder Agreement to become a borrower under this Agreement hereby irrevocably appoints Lead Borrower designates CASPER SLEEP INC. as the borrowing its representative and agent and attorney-in-fact for each Borrower, and authorizes Lead Borrower (a) to provide Administrative Agent with all notices with respect to Credit Extensions obtained on its behalf for the benefit purposes of any Borrower giving and receiving all Advance Requests and all other notices and instructions consents under this Credit Agreement or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of CASPER SLEEP RETAIL LLC, CASPER SCIENCE LLC and any Person that executes a Joinder Agreement to become a borrower under this Agreement, under this Agreement and the other Loan Documents. CASPER SLEEP INC. hereby accepts such appointment. We may regard any notice or other communication pursuant to this Agreement or any other Loan Document and (b) to take such action from CASPER SLEEP INC. as Lead Borrower deems appropriate on its behalf to carry out the purposes a notice or communication from all of this Credit Agreement or any other Loan Document. Lead Borrower hereby accepts such appointment. The Credit Parties shall be entitled to rely uponYou, and shall be fully protected in relying upon, any notice or other communication delivered by Lead Borrower on behalf of any Borrower. The Credit Parties may give any notice toor communication required or permitted to be given to any of 6 2. YOU WILL ENTER INTO MULTIPLE PROMISSORY NOTES SECTION 5.The Plain English Growth Capital Promissory Note in the form of Exhibit A (the “Promissory Note”) is the document You will enter into in favor of each Lender each time an Advance is to be funded (it being understood that separate Promissory Notes will be issued to each Lender with respect to each Advance). The Promissory Note will contain the specific financial terms of the Advance (e.g. amount funded, interest rate, maturity date, Advance Date, payment due dates etc.) and all of the terms and conditions of this Agreement are incorporated in and made a part of each Promissory Note. There may be multiple Promissory Notes associated with this Agreement. 3. YOUR LOAN FACILITY COMMITMENT AMOUNT MAY BE DIVIDED INTO PARTS The Commitment Amount and/or its corresponding parts (if any) will be noted in the Table of Terms (“Parts”). For purposes of this Agreement, references to the Commitment Amount shall mean the Part or Parts which are available and in effect. Certain terms or conditions associated with the availability of such Part are listed in the Table of Terms. As to any Part that is available “Upon Request and Additional Approval”, You are required to make a request to utilize that additional Part in writing to Lenders (the “Commitment Increase Request Notice”), prior to Your submission of a corresponding Advance Request. After Lenders’ receipt of the Commitment Increase Request Notice, Lenders will review the information available to them and conduct any legal and business due diligence deemed necessary by them in connection with their attempt to obtain their respective requisite credit approvals and such approval shall be in each Lender’s sole discretion. Each Lender’s agreement to consider providing the additional Part is not, and is not to be construed as, a commitment, offer, or other communication with, any Borrower hereunder agreement to Lead Borrower on behalf of provide such Borroweradditional Part. Each Part 1 Milestone: The availability of the Credit Parties shall Part 1 Commitment Amount is subject to confirmation satisfactory to each Lender that You have completed the rightPart 1 Milestone on or before February 28, 2019, as determined by each Lender in its sole discretion, to deal exclusively with Lead Borrower for any or all purposes under the Loan Documents. It is understood that the handling of the Credit Extensions and the Collateral of Loan Parties in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent shall not incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of Credit Extensions and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group.