Common use of Co-Lender Agreements Clause in Contracts

Co-Lender Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Co-Lender Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Co-Lender Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Co-Lender Agreement and, in the event of any conflict between the provisions of this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Co-Lender Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Co-Lender Agreement to the extent provided for therein. All parties hereto further acknowledge and agree that any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan and shall be entitled to exercise all approval rights of the Directing Holder regarding any Asset Status Report in respect of the Mortgage Loan or related REO Property, without regard to the occurrence of any Control Termination Event or Consultation Termination Event with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Co-Lender Agreement.

Co-Lender Agreements. (a) Each The respective rights and obligations of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced holders of the Senior Note relating to actions or inactions arising under this Agreement and each Mortgage Loan with mezzanine debt is subject to (including the terms and provisions rights of the related Co-holders of the Senior Note to direct the actions to be taken by Senior Lender Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Co-Lender Agreement and under this Agreement, including, without limitation, effecting distributions and allocating reimbursement any rights of expenses consent in accordance with the related Co-favor of Senior Lender Agreement and, in the event of any conflict between hereunder) shall be governed by the provisions of this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Co-Lender Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Co-Lender Agreement to the extent provided for thereinwhich each such holder is a party. All parties hereto further acknowledge The rights and agree that any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan and shall be entitled to exercise all approval rights obligations of the Directing Holder regarding any Asset Status Report applicable Junior Loan Holders in respect of the Mortgage Mezzanine A Note relating to actions or inactions arising under this Agreement (including the rights of such Junior Loan or related REO PropertyHolders to direct the actions of Mezzanine A Lender under this Agreement, including, without regard to limitation, any rights of cure, rights of purchase and rights of consent in favor of Mezzanine A Lender hereunder), shall be governed by the occurrence provisions of any Control Termination Event or Consultation Termination Event with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Co-Lender Agreement to which each such Junior Loan Holder is a party. The rights and obligations of the applicable Junior Loan Holders in respect of the Mezzanine B Note relating to actions or inactions arising under this Agreement (including the rights of such Junior Loan Holders to direct the actions of Mezzanine B Lender under this Agreement., including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Mezzanine B Lender hereunder), shall be governed by the provisions of any Co-Lender Agreement to which each such Junior Loan Holder is a party. The rights and obligations of the applicable Junior Loan Holders in respect of the Mezzanine C Note relating to actions or inactions arising under this Agreement (including the rights of such Junior Loan Holders to direct the actions of Mezzanine C Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Mezzanine C Lender hereunder), shall be governed by the provisions of any Co-Lender Agreement to which each such Junior Loan Holder is a party. The provisions of this Section 20 shall not imply or be deemed to imply that Senior Lender or any Junior Lender has read, reviewed or approved any Co-Lender Agreement (other than any Co-Lender Agreement to which Senior Lender or such Junior Lender is a party, in each case), but without limiting the provisions of Section 19 of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Co-Lender Agreements. (a) Each The respective rights and obligations of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced holders of the Senior Note relating to actions or inactions arising under this Agreement and each Mortgage Loan with mezzanine debt is subject to (including the terms and provisions rights of the related Co-holders of the Senior Note to direct the actions to be taken by Senior Lender Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Co-Lender Agreement and under this Agreement, including, without limitation, effecting distributions and allocating reimbursement any rights of expenses consent in accordance with the related Co-favor of Senior Lender Agreement and, in the event of any conflict between hereunder) shall be governed by the provisions of this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Co-Lender Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Co-Lender Agreement to the extent provided for thereinwhich each such holder is a party. All parties hereto further acknowledge The rights and agree that any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan and shall be entitled to exercise all approval rights obligations of the Directing Holder regarding any Asset Status Report applicable Junior Loan Holders in respect of the Mortgage Mezzanine A Note relating to actions or inactions arising under this Agreement (including the rights of such Junior Loan or related REO PropertyHolders to direct the actions of Mezzanine A Lender under this Agreement, including, without regard to limitation, any rights of cure, rights of purchase and rights of consent in favor of Mezzanine A Lender hereunder), shall be governed by the occurrence provisions of any Control Termination Event or Consultation Termination Event with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Co-Lender Agreement to which each such Junior Loan Holder is a party. The rights and obligations of the applicable Junior Loan Holders in respect of the Mezzanine B Note relating to actions or inactions arising under this Agreement (including the rights of such Junior Loan Holders to direct the actions of Mezzanine B Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Mezzanine B Lender hereunder), shall be governed by the provisions of any Co-Lender Agreement to which each such Junior Loan Holder is a party. The rights and obligations of the applicable Junior Loan Holders in respect of the Mezzanine C Note relating to actions or inactions arising under this Agreement (including the rights of such Junior Loan Holders to direct the actions of Mezzanine C Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Mezzanine C Lender hereunder), shall be governed by the provisions of any Co-Lender Agreement to which each such Junior Loan Holder is a party. The provisions of this Section 20 shall not imply or be deemed to imply that Senior Lender or any Junior Lender has read, reviewed or approved any Co-Lender Agreement (other than any Co-Lender Agreement to which Senior Lender or such Junior Lender is a party, in each case), but without limiting the provisions of Section 19 of this Agreement.