Common use of Lead Borrower Clause in Contracts

Lead Borrower. Each Borrower hereby appoints Lead Borrower as “Lead Borrower”. Each of the Borrowers hereby directs the Administrative Agent to disburse the proceeds of each Loan and 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 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 be delivered periodically hereunder to the Administrative Agent, and to act on behalf of such Borrowers for purposes of giving and receiving notices and certificate under this Agreement or any other document related to this Agreement. The Agents are entitled to rely and act on the instructions of the Lead Borrower.

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until Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Lead Borrower”.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 Term Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (b) to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes of this Agreement. It is understood that the handling of the Borrowers hereby directs 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 Borrower in order to utilize the collective borrowing powers of 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 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 disburse the proceeds of each Loan and 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 discretiondo so, 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 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 effectconsideration thereof, each Borrower hereby covenants jointly and agreesseverally agrees to indemnify Administrative Agent and hold it harmless against any and all liability, and hereby grants to the Lead expense, loss or claim of damage or injury, made against Administrative Agent by any Borrower an absolute and irrevocable power or by any third party whosoever, arising from or incurred by reason of attorney coupled with interest, and irrevocably designates, appoints, authorizes and directs the Lead Borrower to (a) certify the consolidated financial statements handling of Borrowersthe Collateral of Loan Parties as herein provided, (b) request Loans and Floorplan AdvancesAdministrative Agent relying on any instructions of Lead Borrower, and execute and deliver written requests for Loans and Floorplan Advances, or (c) request the issuance of Letters of Credit, (d) make any other deliveries required 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 be delivered periodically hereunder 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, and to act on behalf of such Borrowers for purposes of giving and receiving notices and certificate under this Agreement or any other document related to this Agreement. The Agents are entitled to rely and act on the instructions of the Lead Borrower.

Lead Borrower. Each Borrower hereby appoints Lead Borrower 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 base calculations), and all other dealings with Bank. Lead Borrower hereby accepts such appointment, designation and power of attorney. 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 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. 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 or communication with a Borrower hereunder to Lead Borrower only on behalf of such Borrower. Bank shall have the Borrowers hereby directs the Administrative Agent to disburse the proceeds of each Loan and Floorplan Advance to or at the direction of the Lead Borrowerright, with such directions to be subject to approval of the Administrative Agent in its discretion, and such distribution willto deal exclusively with Lead Borrower for all purposes under the Loan Documents. Each Borrower agrees that any notice, in all circumstanceselection, be deemed to be made to each of the Borrowers. From time to timecommunication, delivery, representation, agreement, action or undertaking on its behalf by Lead Borrower shall further direct 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 disbursement provisions of this Section 14.10 at the Loans and Floorplan Advances for the account request of each BorrowerBorrowers, and each Borrower represents as an accommodation to Borrowers, and warrants that notwithstanding the subsequent receipt and use of such proceeds by any particular Borrowers inures foregoing or anything to the economic benefit directly contrary contained herein. Bank may require each and/or any Borrower to execute, certify or confirm the accuracy of any agreement, certificate, instrument, calculation or other report, document or information (and indirectly of each Borrower. For so long as this Agreement is in effectupon Bank’s request, each Borrower hereby covenants and agrees, and hereby grants shall deliver the same 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 be delivered periodically hereunder to the Administrative Agent, and to act on behalf of such Borrowers for purposes of giving and receiving notices and certificate under this Agreement or any other document related to this Agreement. The Agents are entitled to rely and act on the instructions of the Lead BorrowerBank).

Lead Borrower. Each Borrower hereby appoints designates the Lead Borrower as “its representative and agent for all purposes under the Loan Documents relating to Borrowing Requests, Letter of Credit Requests and designation of interest rates and for all other purposes under the Loan Documents, including delivery or receipt of communications, preparation and delivery of Borrowing Base Certificates and 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, any Issuing Bank, any Swingline Lender or any other Lender. The Lead Borrower hereby accept such appointments. The 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 communication delivered by the Lead Borrower on behalf of any Borrower”. The Administrative Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Lead Borrower on behalf of such Borrower. Each of the Borrowers hereby directs Administrative Agent, the Administrative Agent Issuing Banks and the Lenders shall have the right, in its discretion, to disburse deal exclusively with the proceeds Lead Borrower with respect to Borrowing Requests, Letter of each Credit Requests and designation of interest rates, and the Lead Borrower for any or all other purposes under the Loan and Floorplan Advance to Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or at the direction of undertaking made on its behalf by the Lead Borrower, in each case, consistent with such directions to the foregoing provisions, shall be subject to approval of the Administrative Agent in its discretion, binding upon 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 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 be delivered periodically hereunder to the Administrative Agent, and to act on behalf of such Borrowers for purposes of giving and receiving notices and certificate under this Agreement or any other document related to this Agreement. The Agents are entitled to rely and act on the instructions of the Lead Borrowerenforceable against it.

Lead Borrower. Each Borrower hereby appoints designates the Lead Borrower as “its representative and agent for all purposes under the Loan Documents relating to Borrowing Requests, Letter of Credit Requests and designation of interest rates and for all other purposes under the Loan Documents, including delivery or receipt of communications, preparation and delivery of Borrowing Base Certificates and 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, any Issuing Bank, any Swingline Lender or any other Lender. The Lead Borrower hereby accept such appointments. The 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 communication delivered by the Lead Borrower on behalf of any Borrower”. The Administrative Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Lead Borrower on behalf of such Xxxxxxxx. Each of the Borrowers hereby directs Administrative Agent, the Administrative Agent Issuing Banks and the Lenders shall have the right, in its discretion, to disburse deal exclusively with the proceeds Lead Borrower with respect to Borrowing Requests, Letter of each Credit Requests and designation of interest rates, and the Lead Borrower for any or all other purposes under the Loan and Floorplan Advance to Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or at the direction of undertaking made on its behalf by the Lead Borrower, in each case, consistent with such directions to the foregoing provisions, shall be subject to approval of the Administrative Agent in its discretion, binding upon 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 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 be delivered periodically hereunder to the Administrative Agent, and to act on behalf of such Borrowers for purposes of giving and receiving notices and certificate under this Agreement or any other document related to this Agreement. The Agents are entitled to rely and act on the instructions of the Lead Borrowerenforceable against it.

Lead Borrower. Each Except as otherwise provided herein, each Borrower hereby appoints designates its Facility Lead Borrower and the Lead Borrower as “its representative and agent for all purposes under this Agreement and the other Loan Documents, including requests for Revolving Loans and 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 waivers, amendments or other accommodations, actions under this Agreement and the other Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Issuing Banks or any Lender. Without limiting the generality of the foregoing, each Borrower hereby designates its Facility Lead Borrower as its representative and agent for the purpose of receiving 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 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 communication (including any Committed Loan Notice) delivered by a Facility Lead Borrower or the Lead Borrower on behalf of any Borrower. The Administrative Agent, the Issuing Banks and the Lenders may give any notice or communication with a Borrower hereunder to the applicable Facility Lead Borrower or the Lead Borrower on behalf of such Borrower. Each of the Borrowers hereby directs Administrative Agent, the Administrative Agent to disburse Issuing Banks and the proceeds of each Loan and Floorplan Advance to or at Lenders shall have the direction of the Lead Borrowerright, 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 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 deal exclusively with 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 be delivered periodically hereunder to the Administrative Agent, and to act on behalf of such Borrowers for or all purposes of giving and receiving notices and certificate under this Agreement or the other Loan Documents or, with respect to a Facility, such Facility’s Lead Borrower. Each Borrower agrees that any other document related to this Agreement. The Agents are entitled to rely and act notice, election, communication, representation, agreement or undertaking made on the instructions of its behalf by its Facility Lead Borrower or the Lead BorrowerBorrower shall be binding upon and enforceable against it.

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 (i) to provide the Agent with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) 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 Agreement. It is understood that the handling of the Loan Account and Collateral of the Borrowers hereby directs in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Administrative Agent Borrowers in order to disburse utilize the proceeds collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lenders shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of 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 Floorplan Advance to or at Collateral of the direction Borrowers as herein provided, (b) the Lenders’ relying on any instructions 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 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, or (c) request the issuance of Letters of Credit, (d) make any other deliveries required to be delivered periodically action taken by the Agent or the Lenders hereunder to or under the Administrative Agent, and to act on behalf of such Borrowers for purposes of giving and receiving notices and certificate under this Agreement other Loan Documents in reliance upon any notice or any other document related to this Agreement. The Agents are entitled to rely and act on the instructions of 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 141 solely from the gross negligence or willful misconduct of the Agent or the applicable Lender, as the case may be.