Common use of Initial Agent Clause in Contracts

Initial Agent. (a) Initial Agent is acting as initial agent under this Agreement, the Building Loan Mortgage and the Building Loan Assignment of Leases solely for the purpose of making available to Borrower an exemption from mortgage recording tax so that the Project may be financially feasible for Borrower. In order to accomplish the foregoing, Initial Agent hereby agrees to file this Agreement with the New York County Clerk’s Office and to submit the Building Loan Mortgage and the Building Loan Assignment of Leases to the Office of the City Register of New York County for recordation. Upon such filing of this Agreement and such submission for recording of the Building Loan Mortgage and the Building Loan Assignment of Leases, effective immediately, automatically and without any further action whatsoever, Initial Agent shall be deemed to have (i) resigned as the initial agent (and the parties hereto consent to and accept such resignation), and (ii) assigned unto Agent all of Initial Agent’s right, title and interest as initial agent under this Agreement, the Building Loan Mortgage and the Building Loan Assignment of Leases (and Agent shall be deemed to have consented to and accepted such assignments). The foregoing assignments are made without recourse, representation or warranty by Initial Agent, in any case or event or for any purpose whatsoever. In confirmation of (and simultaneously with) the foregoing assignments, Initial Agent and Agent shall execute an assignment and assumption agreement evidencing such assignment which shall be filed in the New York County Clerk’s Office immediately after the filing of the Building Loan Agreement in such office and submitted for recording in the Office of the City Register of New York County immediately after the submission of the Building Loan Mortgage and the Building Loan Assignment of Leases. (b) Except as set forth in Section 8.08(a), Initial Agent has no beneficial interest in or discretionary authority, and has no obligations, responsibilities or liabilities, as initial agent under this Agreement, the Building Loan Mortgage, the Building Loan Assignment of Leases and such Building Loan Notes. Initial Agent has no beneficial interest in or discretionary authority, and has no obligations, responsibilities or liabilities, under any other Building Loan Document. (c) Borrower acknowledges that Initial Agent is entering into this Agreement solely as an accommodation to Borrower and that Initial Agent shall have absolutely no obligations, responsibilities or liabilities under this Agreement or any other Loan Document except to the extent set forth in Section 8.08(a). The parties hereto acknowledge that the Initial Agent is executing this Agreement solely to bind itself with respect to this Section 8.08 and that Initial Agent’s execution does not amount to or evidence Initial Agent’s agreement with or endorsement of any other provisions of this Agreement. (d) Initial Agent shall not be entitled to any compensation whatsoever for acting as initial agent under this Agreement, the Building Loan Mortgage, the Building Loan Assignment of Leases and such Building Loan Notes.

Initial Agent. (a) Initial Agent is acting as initial agent under this Agreement, the Building Project Loan Mortgage and the Building Project Loan Assignment of Leases solely for the purpose of making available to Borrower an exemption from mortgage recording tax so that the Project may be financially feasible for Borrower. In order to accomplish the foregoing, Initial Agent hereby agrees to file this Agreement with the New York County Clerk’s Office and to submit the Building Project Loan Mortgage and the Building Project Loan Assignment of Leases to the Office of the City Register of New York County for recordation. Upon such filing of this Agreement and such submission for recording of the Building Project Loan Mortgage and the Building Project Loan Assignment of Leases, effective immediately, automatically and without any further action whatsoever, Initial Agent shall be deemed to have (i) resigned as the initial agent (and the parties hereto consent to and accept such resignation), and (ii) assigned unto Agent all of Initial Agent’s right, title and interest as initial agent under this Agreement, the Building Project Loan Mortgage and the Building Project Loan Assignment of Leases (and Agent shall be deemed to have consented to and accepted such assignments). The foregoing assignments are made without recourse, representation or warranty by Initial Agent, in any case or event or for any purpose whatsoever. In confirmation of (and simultaneously with) the foregoing assignments, Initial Agent and Agent shall execute an assignment and assumption agreement evidencing such assignment which shall be filed in the New York County Clerk’s Office immediately after the filing of the Building Loan Agreement in such office and submitted for recording in the Office of the City Register of New York County immediately after the submission of the Building Project Loan Mortgage and the Building Project Loan Assignment of Leases. (b) Except as set forth in Section 8.08(a), Initial Agent has no beneficial interest in or discretionary authority, and has no obligations, responsibilities or liabilities, as initial agent under this Agreement, the Building Project Loan Mortgage, the Building Project Loan Assignment of Leases and such Building Project Loan Notes. Initial Agent has no beneficial interest in or discretionary authority, and has no obligations, responsibilities or liabilities, under any other Building Project Loan Document. (c) Borrower acknowledges that Initial Agent is entering into this Agreement solely as an accommodation to Borrower and that Initial Agent shall have absolutely no obligations, responsibilities or liabilities under this Agreement or any other Loan Document except to the extent set forth in Section 8.08(a). The parties hereto acknowledge that the Initial Agent is executing this Agreement solely to bind itself with respect to this Section 8.08 and that Initial Agent’s execution does not amount to or evidence Initial Agent’s agreement with or endorsement of any other provisions of this Agreement. (d) Initial Agent shall not be entitled to any compensation whatsoever for acting as initial agent under this Agreement, the Building Project Loan Mortgage, the Building Project Loan Assignment of Leases and such Building Project Loan Notes.