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 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 right, in its discretion, to deal exclusively with Lead Borrower for all purposes under the Loan Documents. 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 provisions of this Section 14.10 at the request of Borrowers, and as an accommodation to Borrowers, and that notwithstanding the foregoing or anything to the 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 upon Bank’s request, each Borrower shall deliver the same to Bank).
Appears in 1 contract
Samples: Loan and Security Agreement (Everside Health Group, Inc.)
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 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 CASPER SLEEP INC. as its representative and agent on its behalf for the purposes of giving and receiving 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 Advance Requests and all actions other notices and consents under this Agreement or under any of the other Loan Documents and taking all other actions (including certification in respect of compliance with covenants covenants) on behalf of CASPER SLEEP RETAIL LLC, CASPER SCIENCE LLC and all borrowing base calculations)any Person that executes a Joinder Agreement to become a borrower under this Agreement, under this Agreement and all the other dealings with BankLoan Documents. Lead Borrower CASPER SLEEP INC. 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, We may regard any notice or other communication (including pursuant to this Agreement or any Compliance Certificate, Borrowing Base Certificate, certification other Loan Document from CASPER SLEEP INC. as a notice or communication from all 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 BorrowerYou, 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 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 Borrower hereunder 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 Lead Borrower only on behalf 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 BorrowerPart are listed in the Table of Terms. Bank 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 agreement to provide such additional Part. Part 1 Milestone: The availability of the 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 all purposes under the Loan Documents. 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 provisions of this Section 14.10 at the request of Borrowers, and as an accommodation to Borrowers, and that notwithstanding the foregoing or anything to the 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 upon Bank’s request, each Borrower shall deliver the same to Bank).
Appears in 1 contract
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 the 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 relating to Borrowing Requests, Letter of Credit Requests and designation of interest rates and for all other 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, preparation and delivery of Borrowing Base Certificates and 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 calculationscovenants), and all other dealings with the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender. The Lead Borrower hereby accepts accept such appointmentappointments. The Administrative Agent, designation any Issuing Bank, any Swingline Lender and power of attorney. Notwithstanding anything to the contrary contained in this Agreement, Bank Lenders shall be entitled to rely upon, and shall be fully protected in relying solely 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 (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 the Lead Borrower on behalf of any Borrower, . The Administrative Agent 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 Lenders may give any notice or communication with a Borrower hereunder to the Lead Borrower only on behalf of such Borrower. Bank Each of the 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. Each Borrower agrees that any notice, election, communication, delivery, representation, agreement, action agreement or undertaking made on its behalf by the Lead Borrower Borrower, in each case, consistent with the foregoing provisions, 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 provisions of this Section 14.10 at the request of Borrowers, and as an accommodation to Borrowers, and that notwithstanding the foregoing or anything to the 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 upon Bank’s request, each Borrower shall deliver the same to Bank).
Appears in 1 contract
Lead Borrower. Each Except as otherwise provided herein, each Borrower hereby designates EVERSIDE HEALTH, LLC, a Delaware limited liability company formerly known as Paladina Health, LLC (“Lead Borrower”), and irrevocably appoints its Facility Lead Borrower (and any of the Lead Borrower’s designated officers, agents or employees), as such Borrower’s true and lawful attorney and Borrower as its representative and agent for all purposes under this Agreement and the other Loan Documents, including requests for Revolving Loans and receipt Letters of Advances and other Credit ExtensionsCredit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base Certificates and financial information and reports, receipt and payment of Obligations, requests and agreements for waivers, amendments or other accommodations, any and all actions under this Agreement and the other Loan Documents (including certification in respect of compliance with covenants and all borrowing base calculationscovenants), and all other dealings with Bankthe 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, designation the Lenders and power of attorney. Notwithstanding anything to the contrary contained in this Agreement, Bank any other Secured Party 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. Committed Loan Advance/Paydown Request Form or other request for any Credit ExtensionNotice) delivered by a Facility Lead Borrower or the Lead Borrower on behalf of any Borrower. The Administrative Agent, the Issuing Banks 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 Lenders may give any notice or communication with a Borrower hereunder to the applicable Facility Lead Borrower only or the Lead Borrower on behalf of such Borrower. Bank Each of the 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 DocumentsDocuments or, with respect to a Facility, such Facility’s Lead Borrower. Each Borrower agrees that any notice, election, communication, delivery, representation, agreement, action agreement or undertaking made on its behalf by its Facility Lead Borrower or the 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 provisions of this Section 14.10 at the request of Borrowers, and as an accommodation to Borrowers, and that notwithstanding the foregoing or anything to the 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 upon Bank’s request, each Borrower shall deliver the same to Bank).
Appears in 1 contract
Samples: Credit Agreement (Cdi Corp)