Common use of ORIGINAL BORROWER Clause in Contracts

ORIGINAL BORROWER. 19.17.1 Each Obligor (other than the Original Borrower) and the Ultimate Shareholder by its execution of this Agreement or a Deed of Borrower Accession or a Deed of Guarantor Accession irrevocably appoints the Original Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises (i) the Original Borrower on its behalf to supply all information concerning itself contemplated by this Agreement and to give all notices and instructions (including, in the case of a Borrower, Utilisation Notices) to execute on its behalf any Deed of Borrower Accession or Deed of Guarantor Accession and to make such agreements capable of being given or made by any Obligor notwithstanding that they may affect such Obligor or the Ultimate Shareholder (as the case may be), without further reference to or consent of such Obligor or the Ultimate Shareholder (as the case may be) and (ii) each Finance Party to give any notice, demand or other communication to such Obligor or the Ultimate Shareholder (as the case may be) pursuant to the Finance Documents to the Original Borrower on its behalf, and in each case such Obligor or the Ultimate Shareholder (as the case may be) shall be bound thereby as though such Obligor itself had given such notices and instructions (including, without limitation, any Utilisation Notices) or executed or made such agreements or receive any such notice, demand or other communication. 19.17.2 Every act, omission, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Original Borrower or given to the Original Borrower under this Agreement, or in connection with this Agreement (whether or not known to any other Obligor or the Ultimate Shareholder (as the case may be) and whether occurring before or after such other Obligor or the Ultimate Shareholder (as the case may be) became a party to this Agreement) shall be binding for all purposes on the Ultimate Shareholder and all other Obligors as if the Ultimate Shareholder and the other Obligors had expressly made, given or concurred with the same. In the event of any conflict between any notices or other communications of the Original Borrower and any other Obligor or the Ultimate Shareholder (as the case may be), those of the Original Borrower shall prevail.

ORIGINAL BORROWER. 19.17.1 Each Obligor New Borrower, Original Guarantor and New Guarantor hereby each unconditionally and irrevocably releases and forever discharges Berkadia, Lender and their respective successors, assigns, agents, directors, officers, employees, and attorneys (other than collectively, the "Indemnitees") from all Claims, as hereinafter defined, and agrees, individually, on behalf of itself only, to indemnify the Indemnitees, hold the Indemnitees harmless, and defend the Indemnitees with counsel reasonably acceptable to the Indemnitees from and against any and all claims, losses, causes of action, costs and expenses of every kind or character in connection with the Claims and/or the transfer of the Property in connection with this Agreement. As used in this Agreement, the term "Claims" shall mean any and all possible claims, demands, actions, costs, expenses and liabilities whatsoever, known or unknown, at law or in equity, originating in whole or in part on or before the Effective Date, which the applicable individual indemnifying party (Original Borrower, New Borrower, Original Guarantor or New Guarantor) or its respective directors, partners, principals, affiliates, members, shareholders, officers, agents, employees or successors, may now or hereafter have against the Indemnitees, if any, and irrespective of whether any such Claims arise out of contract, tort, violation of laws, or regulations, or otherwise in connection with the Loan or any of the Loan Documents or the Original Borrower) and the Ultimate Shareholder by its execution of this Agreement or a Deed of Borrower Accession or a Deed of Guarantor Accession irrevocably appoints the Original Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises (i) the Original Borrower on its behalf to supply all information concerning itself contemplated by this Agreement and to give all notices and instructions (including's Loan Documents, in the case of a Borrower, Utilisation Notices) to execute on its behalf any Deed of Borrower Accession or Deed of Guarantor Accession and to make such agreements capable of being given or made by any Obligor notwithstanding that they may affect such Obligor or the Ultimate Shareholder (as the case may be), without further reference to or consent of such Obligor or the Ultimate Shareholder (as the case may be) and (ii) each Finance Party to give any notice, demand or other communication to such Obligor or the Ultimate Shareholder (as the case may be) pursuant to the Finance Documents to the Original Borrower on its behalf, and in each case such Obligor or the Ultimate Shareholder (as the case may be) shall be bound thereby as though such Obligor itself had given such notices and instructions (including, without limitation, any Utilisation Notices) contracting for, charging, taking, reserving, collecting or executed receiving interest in excess of the highest lawful rate applicable thereto and any loss, cost or made such agreements damage, of any kind or receive character, arising out of or in any way connected with or in any way resulting from the acts, actions or omissions of any of the Indemnitees, including any requirement that the Loan Documents or the Original Borrower's Loan Documents be modified as a condition to the transactions contemplated by this Agreement. Original Borrower, New Borrower, Original Guarantor and New Guarantor agree that Berkadia and Lender have no fiduciary or similar obligations to Original Borrower, New Borrower, Original Guarantor or New Guarantor or either of them and that their relationship is strictly that of creditor and debtor. This release is accepted by Berkadia and Lender pursuant to this Agreement and shall not be construed as an admission of liability on the part of either of them. Original Borrower, New Borrower, Original Guarantor and New Guarantor each, individually on behalf of itself only, hereby represents and warrants that it is the current legal and beneficial owner of all Claims, if any, released hereby and that it has not assigned, pledged or contracted to assign or pledge any such notice, demand or other communication. 19.17.2 Every act, omission, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Original Borrower or given to the Original Borrower under this Agreement, or in connection with this Agreement (whether or not known Claim to any other Obligor or the Ultimate Shareholder (as the case may be) and whether occurring before or after such other Obligor or the Ultimate Shareholder (as the case may be) became a party to this Agreement) shall be binding for all purposes on the Ultimate Shareholder and all other Obligors as if the Ultimate Shareholder and the other Obligors had expressly made, given or concurred with the same. In the event of any conflict between any notices or other communications of the Original Borrower and any other Obligor or the Ultimate Shareholder (as the case may be), those of the Original Borrower shall prevailperson.