Common use of Lead Lender Clause in Contracts

Lead Lender. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, if at any time there is more than one Lender hereunder, each such Lender shall deliver a written notice to Borrower designating one Lender or an affiliate thereof as the “Lead Lender” (such Lender, at all times thereafter and until resignation or replacement of such Lender by written notice to Borrower, the “Lead Lender”). As of the Closing Date, the initial Lead Lender is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Life Company. Each Lender shall appoint Lead Lender to serve as non-fiduciary administrative agent for each Lender and hereby agrees that Lead Lender shall be the sole party authorized to grant or withhold consents or approvals hereunder on behalf of each Lender (subject, in each case, to appointment of a servicer to receive such notices, requests and other communications and/or to grant or withhold consents or approvals, as the case may be). No Lender shall have any liabilities or responsibilities to Borrower on account of the failure of any other Lender to perform its obligations hereunder or to any Lender on account of the failure of Borrower to perform its obligations hereunder or under any other Loan Document. Borrower hereby acknowledges and agrees that any one or more co-lender agreements may at any time be entered into between Lenders (each, a “Co-Lender Agreement”) pursuant to which, among other things, Lenders shall agree upon rights of Lenders as among themselves and the manner in which Lead Lender shall administer the Loan. Any Co-Lender Agreement will be solely for the benefit of the Lenders, and neither Borrower, any Affiliate of Borrower or any other Person shall be a third-party beneficiary of any of the provisions therein, or have any rights thereunder or be entitled to rely on any of the provisions contained therein. No Lender shall have any obligation to disclose to Borrower or any of its Affiliates the contents of any Co-Lender Agreement. Borrower’s obligations under the Loan Documents are and will be independent of any Co-Lender Agreement and shall remain unmodified by the provisions thereof (although Borrower acknowledges that with respect to certain approvals, calculations and other decisions hereunder, any Co-Lender Agreement may require Lead Lender to consult with or receive the approval of one or more Lenders prior to providing its own approval or determination regarding the same).

Lead Lender. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, if at any time there is more than one Lender hereunder, each such Lender shall deliver a written notice to Borrower designating one Lender or an affiliate thereof as the “Lead Lender” (such Lender, at all times thereafter and until resignation or replacement of such Lender by written notice to Borrower, the “Lead Lender”). As of the Closing Date, the initial Lead Lender is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Life CompanyACF II SOHO Mezz Lender LLC. Each Lender shall appoint Lead Lender to serve as non-fiduciary administrative agent for each Lender and hereby agrees that Lead Lender shall be the sole party authorized to grant or withhold consents or approvals hereunder on behalf of each Lender (subject, in each case, to appointment of a servicer to receive such notices, requests and other communications and/or to grant or withhold consents or approvals, as the case may be). No Lender shall have any liabilities or responsibilities to Borrower on account of the failure of any other Lender to perform its obligations hereunder or to any Lender on account of the failure of Borrower to perform its obligations hereunder or under any other Loan Document. Borrower hereby acknowledges and agrees that any one or more co-lender agreements may at any time be entered into between Lenders (each, a “Co-Lender Agreement”) pursuant to which, among other things, Lenders shall agree upon rights of Lenders as among themselves and the manner in which Lead Lender shall administer the Loan. Any Co-Lender Agreement will be solely for the benefit of the Lenders, and neither Borrower, any Affiliate of Borrower or any other Person shall be a third-party beneficiary of any of the provisions therein, or have any rights thereunder or be entitled to rely on any of the provisions contained therein. No Lender shall have any obligation to disclose to Borrower or any of its Affiliates the contents of any Co-Lender Agreement. Borrower’s obligations under the Loan Documents are and will be independent of any Co-Lender Agreement and shall remain unmodified by the provisions thereof (although Borrower acknowledges that with respect to certain approvals, calculations and other decisions hereunder, any Co-Lender Agreement may require Lead Lender to consult with or receive the approval of one or more Lenders prior to providing its own approval or determination regarding the same).

Lead Lender. Notwithstanding anything Each Lender appoints and authorizes Lead Lender to take such action as Lead Lender on its behalf and to exercise such respective powers under the contrary Transaction Agreements as are delegated to Lead Lender by the terms thereof, together with such powers as are reasonably incidental thereto. As between the Lenders, neither Lead Lender nor any of its directors, officers or employees shall be liable for any action taken or omitted to be taken by it under or in connection with the Transaction Agreements, except for its own gross negligence or willful misconduct. As between the Lenders, Lead Lender shall not be liable for any apportionment or distribution of payments made by it in good faith and without gross negligence or willful misconduct, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). As between the Lenders, in no event shall Lead Lender be liable for punitive, special, consequential, incidental, exemplary or other similar damages. Lead Lender shall act as an independent contractor in performing its obligations as Lead Lender hereunder and nothing herein contained shall be deemed to create any fiduciary relationship among or between Lead Lender, the Company and its subsidiaries or the Lenders. Lead Lender shall not be responsible to any Lender for any recitals, statements, representations or warranties in this any Transaction Agreement or be under a duty to examine or pass upon the validity, effectiveness, genuineness or value of any of the Transaction Agreements or any other Loan Documentsinstrument or document furnished pursuant thereto, if at any time there is more than one Lender hereunder, each such and Lead Lender shall deliver a written notice be entitled to Borrower designating one assume that the same are valid, effective and genuine and what they purport to be. Lead Lender shall be entitled to use its discretion with respect to exercising or an affiliate thereof as refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, the “Transaction Agreements. As between the Lenders, Lead Lender shall incur no liability under or in respect of any of the Transaction Agreements by acting upon any notice, consent, certificate, warranty or other paper or instrument believed in good faith by it to be genuine or authentic or to be signed by the proper party or parties and to be consistent with the terms of this Agreement. Each Lender agrees to indemnify Lead Lender” , as Lead Lender (such Lenderto the extent not reimbursed by the Loan Parties), at in accordance with its ratable share from and against any and all times thereafter and until resignation liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or replacement disbursements of any kind or nature whatsoever which may be imposed on or incurred by Lead Lender in any way relating to or arising out of the Transaction Agreements or any action taken or omitted by Lead Lender under the Transaction Agreements, provided that no Lender shall be liable for any portion of such Lender by written notice to Borrowerliabilities, the “obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Lead Lender”). As of the Closing Date, the initial Lead Lender is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Life Company’s gross negligence or willful misconduct. No payment by any Lender under this Section shall relieve the Loan Parties of any of their obligations under this Agreement. Each Lender shall appoint hereby irrevocably authorizes Lead Lender, at its option and in its discretion, to release any Lien granted to or held by Lead Lender upon any Collateral that is required or permitted to be released by Lead Lender pursuant to any Transaction Agreement. Each Lender agrees to confirm in writing, upon request by Lead ▇▇▇▇▇▇, the authority of Lead Lender to serve release any Collateral as non-fiduciary administrative agent for each Lender and hereby agrees that set forth in the previous sentence. Lead Lender shall be the sole party authorized to grant or withhold consents or approvals hereunder on behalf of each Lender (subject, in each case, to appointment of a servicer to receive such notices, requests and other communications and/or to grant or withhold consents or approvals, as the case may be). No Lender shall have any liabilities or responsibilities to Borrower on account of the failure of any other Lender to perform its obligations hereunder or no obligation whatsoever to any Lender on account of the failure of Borrower to perform its obligations hereunder or under any other Loan Document. Borrower hereby acknowledges and agrees that any one or more co-lender agreements may at any time be entered into between Lenders (each, a “Co-Lender Agreement”) pursuant to which, among other things, Lenders shall agree upon rights of Lenders as among themselves and the manner in which Lead Lender shall administer the Loan. Any Co-Lender Agreement will be solely for the benefit of the Lenders, and neither Borrower, any Affiliate of Borrower or any other Person shall be a third-party beneficiary to assure that the Collateral exists or is owned by any Loan Party or any Subsidiary or is cared for, protected or insured or has been encumbered or that the Liens granted to Lead Lender have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the provisions thereinrights, authorities and powers granted or available to Lead Lender. Lead Lender and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Lead Lender’s security interest in assets which can be perfected by possession or control. Should any Lender (other than Lead Lender) obtain possession or control of any such assets, such Lender shall notify Lead Lender thereof, and, promptly upon Lead Lender’s request therefore, shall deliver such assets to Lead Lender or in accordance with Lead Lender’s instructions or transfer control to Lead Lender in accordance with Lead ▇▇▇▇▇▇’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Transaction Agreement or to realize upon any Collateral unless instructed to do so by Lead Lender in writing, it being understood and agreed that such rights thereunder and remedies may be exercised only by Lead ▇▇▇▇▇▇. Each Lender has made, and shall continue to make, its own independent investigation or be entitled to rely on any evaluation of the provisions contained operations, business, property and condition, financial and otherwise, of Borrower and each Guarantor in connection with entering into this Agreement and the other Transaction Agreements and has made its own appraisal of the creditworthiness of each such party, and each Lender has independently reviewed and approved, with its own legal counsel, each of the Transaction Agreements and has not relied on Lead Lender in any respect in connection with such Lender’s decision to execute the Transaction Agreements and consummate the transactions contemplated therein. No Lead Lender shall have has no duty or responsibility, either initially or on a continuing basis, to provide any obligation to disclose to Borrower Lender with any credit or any of its Affiliates the contents of any Co-Lender Agreement. Borrower’s obligations under the Loan Documents are and will be independent of any Co-Lender Agreement and shall remain unmodified by the provisions thereof (although Borrower acknowledges that other information with respect to certain approvalssuch operations, calculations and other decisions hereunderbusiness, property, condition or creditworthiness, whether such information comes into its possession on or before the first Event of Default or at any Co-Lender Agreement may require Lead Lender to consult with or receive the approval of one or more Lenders prior to providing its own approval or determination regarding the same)time thereafter.

Lead Lender. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, if at any time there is more than one Lender hereunder, each such Lender shall deliver a written notice to Borrower designating one Lender or an affiliate thereof as the “Lead Lender” (such Lender, at all times thereafter and until resignation or replacement of such Lender by written notice to Borrower, the “Lead Lender”). As of the Closing Date, the initial Lead Lender is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Life Company. Each Lender shall appoint Lead Lender to serve as non-fiduciary administrative agent for each Lender and hereby agrees that Lead Lender shall be the sole party authorized to grant or withhold consents or approvals hereunder on behalf of each Lender (subject, in each case, to appointment of a servicer to receive such notices, requests and other communications and/or to grant or withhold consents or approvals, as the case may be). No Lender shall have any liabilities or responsibilities to Borrower on account of the failure of any other Lender to perform its obligations hereunder or to any Lender on account of the failure of Borrower to perform its obligations hereunder or under any other Loan Document. Borrower hereby acknowledges and agrees that any one or more co-lender agreements may at any time be entered into between Lenders (each, a “Co-Lender Agreement”) pursuant to which, among other things, Lenders ▇▇▇▇▇▇▇ shall agree upon rights of Lenders ▇▇▇▇▇▇▇ as among themselves and the manner in which Lead Lender shall administer the Loan. Any Co-Lender Agreement will be solely for the benefit of the Lenders, and neither Borrower, any Affiliate of Borrower or any other Person shall be a third-party beneficiary of any of the provisions therein, or have any rights thereunder or be entitled to rely on any of the provisions contained therein. No Lender shall have any obligation to disclose to Borrower or any of its Affiliates the contents of any Co-Lender Agreement. Borrower’s obligations under the Loan Documents are and will be independent of any Co-Lender Agreement and shall remain unmodified by the provisions thereof (although Borrower acknowledges that with respect to certain approvals, calculations and other decisions hereunder, any Co-Lender Agreement may require Lead Lender to consult with or receive the approval of one or more Lenders prior to providing its own approval or determination regarding the same).