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until Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Lead Borrower.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 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Tax, Inc.), Credit Agreement (Liberty Tax, Inc.)
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, which appointment shall remain amendments or other accommodations, actions under the Loan Documents (including 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 respect of compliance with all notices with respect to Term Loans obtained for the benefit of any Borrower covenants), and all other notices dealings with the Administrative Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. The Administrative Agent and instructions 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 Lead Borrower on behalf of any Additional 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 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. Each Additional 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.
(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 (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 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 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 for the mutual benefit, directly and indirectly, of each of the 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 all of the Obligations of such other Borrower. If and to the extent that a Borrower will have no liability under this Section 2.24 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 accordance with the 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 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 part of the Agents, 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 has been finally determined by a court of competent jurisdiction if such liability resulted solely each Additional Borrower shall be released from these provisions to the gross negligence or willful misconduct of Administrative Agentextent it is released as an Additional Borrower pursuant to Section 10.27.
Appears in 2 contracts
Samples: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)
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, which appointment shall remain in full force and effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower represents and warrants that the subsequent receipt and use of such appointment has been revoked proceeds by any particular Borrowers inures to the economic benefit directly and that another Borrower has been appointed Lead indirectly of each 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 For so long as 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 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 do so, and in consideration thereofeffect, each Borrower hereby jointly covenants and severally agrees agrees, and hereby grants to indemnify Administrative Agent the Lead Borrower an absolute and hold it harmless against any irrevocable power of attorney coupled with interest, and all liabilityirrevocably designates, expenseappoints, loss or claim of damage or injury, made against Administrative Agent by any authorizes and directs the Lead Borrower or by any third party whosoever, arising from or incurred by reason of to (a) certify the handling consolidated financial statements of the Collateral of Loan Parties as herein providedBorrowers, (b) Administrative Agent relying on any instructions of Lead Borrowerrequest Loans and Floorplan Advances, or and execute and deliver written requests for Loans and Floorplan Advances, (c) request the issuance of Letters of Credit, (d) make any other action taken by deliveries required to be delivered periodically hereunder to the Administrative Agent hereunder or under the other Loan DocumentsAgent, except that Borrower will have no liability and to act on behalf of such Borrowers for purposes of giving and receiving notices and certificate under this Section 2.24 with respect Agreement or any other document related to any liability that has been finally determined by a court this Agreement. The Agents are entitled to rely and act on the instructions of competent jurisdiction if such liability resulted solely from the gross negligence or willful misconduct of Administrative AgentLead Borrower.
Appears in 2 contracts
Samples: Revolving Loan Credit Agreement (ConvergeOne Holdings, Inc.), Revolving Loan Credit Agreement (Forum Merger Corp)
Lead Borrower. Each Borrower hereby irrevocably appoints Lead Borrower Gander as the borrowing agent and attorney-in-fact for each all Borrowers (the “Lead Borrower, ”) which appointment shall remain in full force and effect unless and until Administrative 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 Term Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement 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 Agreement. It is understood that the handling of the Term Loans 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 Borrower the Borrowers in order to utilize the collective borrowing powers of Borrower 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 Term Loans 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 Administrative Agent the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify Administrative Agent each member of the Lenders and hold it each member of the Lenders harmless against any and all liability, expense, loss or claim of damage or injury, made against Administrative Agent 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 Loan Parties the Borrowers as herein provided, (b) Administrative Agent the Lenders’ relying on any instructions of the Lead Borrower, or (c) any other action taken by Administrative the Agent or the Lenders hereunder or under the other Loan DocumentsDocuments in reliance upon any notice or instruction given by the Lead Borrower, except that Borrower 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 2.24 19.22 with respect to any liability that has been finally determined by a court of competent jurisdiction if such liability to have resulted solely from the gross negligence or willful misconduct of Administrative Agentthe Agent or the applicable Lender, as the case may be.
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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 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, which appointment shall remain in full force and effect unless and until . 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 Administrative Agent, the Issuing Banks and the Lenders shall have received prior written notice signed by each the right, in its discretion, to deal exclusively with the Lead Borrower that such appointment has been revoked with respect to Borrowing Requests, Letter of Credit Requests and that another designation of interest rates, and the Lead Borrower has been appointed Lead Borrowerfor any or all other purposes under the Loan Documents. 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 agrees that any Borrower and all other notices and instructions under this Agreement and (b) to take such action as Lead Borrower deems appropriate notice, election, communication, representation, agreement or undertaking made on its behalf to carry out by the purposes of this Agreement. It is understood that the handling of the 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 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 in each case, consistent with the other Loan Documentsforegoing provisions, 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 Agentshall be binding upon and enforceable against it.
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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, which appointment shall remain amendments or other accommodations, actions under the Credit Documents (including in full force respect of compliance with covenants), and effect unless and until all other dealings with the Administrative Agent, the Issuing Banks or any Lender. The Lead Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall have received prior written be entitled to rely upon, and shall be fully protected in relying upon, any notice signed or communication (including any Notice of Borrowing) delivered by each the Lead Borrower that 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 appointment has been revoked and that another Borrower has been appointed Lead Borrower. Each Borrower hereby irrevocably appoints of the Administrative Agent, the Issuing Banks and authorizes the Lenders shall have the right, in its discretion, to deal exclusively with the Lead Borrower 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 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 provide the Administrative Agent with all notices with respect to Term 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 obtained for the benefit of any Borrower and all other notices and instructions under this Agreement are required) and (bii) to take such action as Lead Borrower deems appropriate on its behalf to carry out the purposes aggregate amount of this Agreement. It all Overadvances and Protective Advances is understood that not known by the handling of the 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 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 exceed 10% of the Collateral of Loan Parties as herein providedAggregate Non-FILO Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent relying on any instructions discovers an Overadvance not previously known by it to exist, as long as from the date of Lead Borrowersuch 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 (ciii) the aggregate outstanding Revolving Loans and LC ObligationsAggregate Exposure to exceed the aggregate RevolvingAggregate Commitments. The making of any other action taken Overadvance shall not create nor constitute a Default or Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent hereunder or under the Lenders of then existing Event of Default. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan Documents, except that Borrower will have no liability under this Section 2.24 with respect to be made. Required Lenders may at any liability that has been finally determined by a court of competent jurisdiction if such liability resulted solely from time revoke the gross negligence or willful misconduct of Administrative Agent’s authority to make further Overadvance Loans by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of an Overadvance Loan is appropriate shall be conclusive.
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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, which appointment shall remain amendments or other accommodations, actions under the Loan Documents (including in full force respect of compliance with covenants), and effect unless and until all other dealings with the Administrative Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall have received prior written be entitled to rely upon, and shall be fully protected in relying upon, any notice signed or communication (including any Notice of Borrowing) delivered by each the Lead Borrower that on behalf of any Additional 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 appointment has been revoked and that another Borrower has been appointed Lead Borrower. Each of the 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. Each Additional 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.
(b) The Lead Borrower hereby irrevocably appoints accepts joint and authorizes Lead Borrower (a) several liability hereunder and under the other Loan Documents in consideration of the Credit Extensions to provide Administrative Agent with all notices with respect to Term Loans obtained for be provided by the benefit of any Borrower and all other notices and instructions Lenders 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 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 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 for the mutual benefit, directly and indirectly, of each of the 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 all of the Obligations of such other Borrower. If and to the extent that a Borrower will have no liability under this Section 2.24 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 accordance with the 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 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 part of the Agents, 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 has been finally determined by a court of competent jurisdiction if such liability resulted solely each Additional Borrower shall be released from these provisions to the gross negligence or willful misconduct of Administrative Agentextent it is released as an Additional Borrower pursuant to Section 10.27.
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