Common use of Co-Lenders Clause in Contracts

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the consent and approval of each the Co-Lender Lenders holding 50.1% (individually or in the aggregate) or more of the Loan and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for principal and interest payments, payment of prepayment fees, exits fees, default interest or any other amounts due hereunder, including costs, expenses, damages or advances each as set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. (d) In connection with any consent or approval under the Loan Documents, or any other circumstance in which “Lender” has the right to take an action and obtain reimbursement therefor from Borrower or any Affiliate of Borrower under the Loan Documents, each Co-Lender agrees that the Co-Lenders shall be entitled to designate as many Persons as they desire but that Borrower and its Affiliates shall only be obligated to pay the legal fees, costs and expenses incurred by one Lender and not all Co-Lenders, except in an Event of Default in which case the foregoing limitation shall not apply. The Co-Lenders shall also designate one Co-Lender or one Servicer to act as the agent for all Co-Lenders for all dealings with Borrower under the Loan Documents.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, each of Borrower shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower Borrower, and its their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which LenderXxxxxx’s consent or approval is required, each of Borrower and the other Loan Parties shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower and the other Loan Parties required hereunder shall be delivered by Borrower Xxxxxxxx and the other Loan Parties to each Co-LenderLender in accordance with Section 10.6 hereof. Each Co-Lender hereby appoints Lead Lender to serve as non-fiduciary administrative agent and collateral agent for all Lenders. Lead Lender shall remit each such notice, request or other communication to each other Lender within one Business Day of receipt thereof. Notwithstanding the foregoing, with respect to disbursement of any Reserve Funds, Borrower shall only be required to provide any conditions precedent to disbursement to Lead Lender and, solely to the extent disbursement of such Reserve Funds is being done in accordance with the Loan Agreement, only approval of Lead Lender shall be required for disbursement of such Reserve Funds. (b) Following the Closing Date (i) the The liabilities of Lender hereunder and under the other Loan Documents shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the any other Co-LenderLender hereunder and under the other Loan Documents, and (iii) each Co-Lender shall be liable to Borrower only for their its respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (aA) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, each of Borrower and Guarantor shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower and Guarantor required hereunder shall be delivered by Borrower or Guarantor, as applicable, to each Co-Lender. (bB) Following the Closing Date (i) the The liabilities of Lender shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their its respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (cC) Each Co-Lender agrees that it has, independently and without reliance on the any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower Borrower, Guarantor, and its their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the any other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. (D) With respect to the enforcement of the rights and remedies of Lender under the Loan Documents upon the occurrence and during the continuance of an Event of Default, if at such time there are multiple Co-Lenders holding the Loan, then either: (i) the Co-Lenders shall exercise such rights and remedies jointly together, or (ii) the Co-Lenders shall designate from time to time, such designations to be made from time to time in the Co-Lenders’ sole and absolute discretion, one or more servicers or agents (which may be a Co-Lender, applicable servicer or other agent designated by Lender) that shall exercise such rights and remedies under the Loan Documents on behalf of Lender (and all Co-Lenders) such that, with respect to any exercise of applicable rights and remedies at any given time, there shall be a single servicer or agent exercising such rights and remedies as or on behalf of Lender notwithstanding that there may be multiple Co-Lenders holding the Loan. (E) Borrower acknowledges that the Co-Lenders may from time to time enter into one or more co-lending agreement, intercreditor agreement or similar agreements governing the relationship between such parties with respect to the Loan (“Co-Lender Agreements”). The Co-Lender Agreements are intended solely for the benefit of the Co-Lenders and any other parties thereto, and Borrower acknowledges that neither Borrower nor any of its Affiliates is an intended third-party beneficiary of any Co-Lender Agreement and shall not be entitled to rely on any of the terms or provisions contained therein. No Co-Lender shall have any obligation to disclose to Borrower or any of its Affiliates the contents of any Co-Lender Agreement.

Co-Lenders. (a) Borrower and Lender hereby acknowledges acknowledge and agrees agree that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall only be required to obtain the consent and approval of each Co-Lender Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (or its successors or assigns) and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-LenderMxxxxx Sxxxxxx Mortgage Capital Holdings LLC (or its successors or assigns). (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, At all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date times (i) the liabilities of Lender shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (cb) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. (c) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, Lender hereby appoints Lead Lender to serve as non-fiduciary administrative agent and collateral agent for all Lenders and hereby agrees that Lead Lender shall be the sole Lender to whom payments, notices, requests and other communications shall be addressed and from whom notices, requests and communications shall be received (subject, in each case, to appointment of a Servicer, to receive such payments and send and receive such notices, requests and other communications). No Lender shall have any liabilities or responsibilities to Borrower on account of the failure of any other Lender to perform its obligations hereunder to any Lender on account of the failure of Borrower to perform its obligations hereunder or under any other Loan Document. (d) Barclays Capital Real Estate Inc. or an Affiliate thereof that owns a portion of the Loan shall be the initial “Lead Lender” (provided, however, that following the first securitization of any portion of the Loan, the “Lead Lender” shall mean and refer to such securitization (subject to the appointment of the servicer thereunder pursuant to the terms of the Lender Documents)), provided that at any time (i) during the continuance of an Event of Default or (ii) pursuant to the terms of any of the Lender Documents, the Lead Lender may, without the consent of Borrower or any of its Affiliates, resign or be replaced with a single Lender that is either then the sole Lender or is a Lender that has otherwise been designated as the replacement Lead Lender under the Lender Documents. Lender shall provide Borrower with notice of any resignation or replacement as described in the immediately preceding sentence within thirty (30) days following such resignation or replacement. Upon the appointment of any successor Lead Lxxxxx xxxxxxxxx, such successor Lead Lxxxxx shall succeed to and become the Lead Lender hereunder and any further resignation or replacement of any successor Lead Lender shall be subject to the terms and conditions of this Section 10.31(d). Notwithstanding the foregoing, Bxxxxxxx acknowledges and agrees that if the Loan is sold by any Lender such that the Loan is held by a single Lender, then automatically, and without any further action by any such Lender, all references to Lead Lender hereunder shall be deemed to refer to such single Lender (or affiliate appointed thereby) that holds the Loan. Lender shall provide Borrower with notice of any sale as described in the immediately preceding sentence within thirty (30) days following such sale.

Co-Lenders. (a) Each of Borrower and the other Loan Parties hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, each of Borrower and the other Loan Parties shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower and the other Loan Parties required hereunder shall be delivered by Borrower and the other Loan Parties to each Co-Co Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower and the other Loan Parties only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and the other Loan Parties and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower Borrower, the other Loan Parties and its their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the any other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Each Individual Borrower and Individual Operating Lessee hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of any Individual Borrower or Individual Operating Lessee required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of each Individual Borrower and its Individual Operating Lessee and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. (d) Each of the other Co-Lenders, by their signature hereto, appoint JPMorgan Chase Bank, National Association to act as agent and secured party on behalf of the Co-Lenders pursuant to the Property Account Agreement, the Operating Account Agreement and the FF&E Concentration Account Agreement

Co-Lenders. (a) Each of Borrower and Baltimore Owner hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, each of Borrower and Baltimore Owner shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower and Baltimore Owner required hereunder shall be delivered by Borrower and Baltimore Owner to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower and Baltimore Owner only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and Baltimore Owner and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower Borrower, Baltimore Owner and its their Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Borrower and Lender hereby acknowledges acknowledge and agrees agree that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall shall, except with respect to those item set forth on Schedule 10.33 hereof, only be required to obtain the consent and approval of each Co-Lender German American Capital Corporation (or its successors or assigns) and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-LenderGerman American Capital Corporation (or its successors or assigns). (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.. Table of Contents

Co-Lenders. (a) Borrower and Lender hereby acknowledges acknowledge and agrees agree that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall only be required to obtain the consent and approval of each Co-Lender Mxxxxx Sxxxxxx Bank, N.A. (or its successors or assigns) and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-LenderMxxxxx Sxxxxxx Bank, N.A. (or its successors or assigns). (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, At all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date times (i) the liabilities of Lender shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (cb) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. (c) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, Lender hereby appoints Lead Lender to serve as non-fiduciary administrative agent and collateral agent for all Lenders and hereby agrees that Lead Lender shall be the sole Lender to whom payments, notices, requests and other communications shall be addressed and from whom notices, requests and communications shall be received (subject, in each case, to appointment of a Servicer, to receive such payments and send and receive such notices, requests and other communications). No Lender shall have any liabilities or responsibilities to Borrower on account of the failure of any other Lender to perform its obligations hereunder to any Lender on account of the failure of Borrower to perform its obligations hereunder or under any other Loan Document. (d) Bank of Montreal or an Affiliate thereof that owns a portion of the Loan shall be the initial “Lead Lender” (provided, however, that following the first securitization of any portion of the Loan, the “Lead Lender” shall mean and refer to such securitization (subject to the appointment of the servicer thereunder pursuant to the terms of the Lender Documents)), provided that at any time (i) during the continuance of an Event of Default or (ii) pursuant to the terms of any of the Lender Documents, the Lead Lender may, without the consent of Borrower or any of its Affiliates, resign or be replaced with a single Lender that is either then the sole Lender or is a Lender that has otherwise been designated as the replacement Lead Lender under the Lender Documents. Lender shall provide Borrower with notice of any resignation or replacement as described in the immediately preceding sentence within thirty (30) days following such resignation or replacement. Upon the appointment of any successor Lead Lxxxxx xxxxxxxxx, such successor Lead Lxxxxx shall succeed to and become the Lead Lender hereunder and any further resignation or replacement of any successor Lead Lender shall be subject to the terms and conditions of this Section 10.31(d). Notwithstanding the foregoing, Bxxxxxxx acknowledges and agrees that if the Loan is sold by any Lender such that the Loan is held by a single Lender, then automatically, and without any further action by any such Lender, all references to Lead Lender hereunder shall be deemed to refer to such single Lender (or affiliate appointed thereby) that holds the Loan. Lender shall provide Borrower with notice of any sale as described in the immediately preceding sentence within thirty (30) days following such sale.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the consent and approval of each Co-Co- Lender and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the any other Co-Co- Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower Borrower, Guarantor and its their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the any other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, at all times prior to a Securitization of any portion of the Loan, Borrower shall only be required to engage with a single servicer, which servicer shall be the only entity with whom Borrower shall be required to request approvals in connection with the Loan and who will provide a single response from Lender upon which Borrower shall be entitled to rely. On or before the Closing Date, Lender agrees to identify and provide to Borrower contact information for the initial servicer of the Loan. (e) Each of the Co-Lenders hereby appoint the Note A-1 holder as the approved agent for the benefit of Lenders solely in respect of the right to receive grants by Borrower or any other Borrower Party of an interest in any property of such Person as collateral security for the Loan and exercise such rights granted to the Note A-1 holder in connection therewith.

Co-Lenders. (a) Borrower Each of Borrower, Operating Lessee and the other Loan Parties hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower each of Borrower, Operating Lessee and the other Loan Parties shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower Borrower, Operating Lessee and the other Loan Parties required hereunder shall be delivered by Borrower Borrower, Operating Lessee and the other Loan Parties to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower Borrower, Operating Lessee and the other Loan Parties only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower Borrower, Operating Lessee and the other Loan Parties and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower Borrower, Operating Lessee, the other Loan Parties and its their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the any other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Borrower hereby acknowledges and agrees aggress that notwithstanding the fact that the Loan may be serviced by Servicera Servicer appointed by Lender, prior to a Securitization of the entire LoanSecuritization, all requests for approval and consents hereunder and in every instance in which Lender’s 's consent or approval is required, Borrower shall be required to obtain the consent and approval of all ofthe Persons which constitute Lender (each hereinafter referred to as a "Co-Lender and all Lender"). All copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share share of the LoanLoan (based upon the percentage of the Loan which was advanced by each Co-Lender). Notwithstanding anything to the contrary contained herein, all indemnities by Borrower and obligations for costs, expenses, actual damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Shareshare ofthe Loan (based upon the percentage of the Loan which was advanced by each Co-Lender). (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement the Loan and the Loan Documents and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement Security Instrument or under any other Loan Document.

Co-Lenders. (a) Each Individual Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, each Individual Borrower shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its their Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced held by Servicerone or more Co-Lenders. Borrower acknowledges that any such Co-Lenders may be party to one or more co-lending agreements which may contain provisions regarding the granting of consents and approval with respect to the Loan, prior to a Securitization and that any such co-lending agreement is solely for the benefit of the entire LoanCo-Lenders and Borrower shall in no event be deemed a third-party beneficiary of any such co-lending agreement. Notwithstanding the foregoing, unless Lender has appointed a Servicer in accordance with Section 11.24(a), all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the consent and approval of each Co-Lender UBS AG and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-LenderUBS AG. Borrower shall be entitled to rely on the consent or approval of UBS AG in all such instances. (b) Following the Closing Date (i) the The liabilities of Lender shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their its respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the any other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Each of Borrower and Operating Lessee hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower or Operating Lessee required hereunder shall be delivered by Borrower to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Operating Lessee and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. (d) Each of the other Co-Lenders, by their signature hereto, appoint JPMorgan Chase Bank, National Association to act as agent and secured party on behalf of the Co-Lenders pursuant to each Property Account Agreement, each Operating Account Agreement and the FF&E Account Agreement.

Co-Lenders. (a) Borrower and Lender hereby acknowledges acknowledge and agrees agree that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall shall, except with respect to those item set forth on Schedule 10.33 hereof, only be required to obtain the consent and approval of each Co-Lender Deutsche Bank AG, New York Branch (or its successors or assigns) and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each Co-LenderDeutsche Bank AG, New York Branch (or its successors or assigns). (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.. -156- Mezzanine Loan Agreement

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced is held by Servicerthe Co-Lenders, prior to unless Lender has appointed a Securitization of the entire LoanServicer in accordance with Section 11.24(a), all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain only the consent and approval of each Co-Lender UBS and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to each UBS only. Borrower acknowledges that the Co-LenderLenders may be party to one or more co-lending agreements which may contain provisions regarding the granting of consents and approval with respect to the Loan, and that any such co-lending agreement is solely for the benefit of the Co-Lenders and Borrower shall in no event be deemed a third-party beneficiary of any such co-lending agreement. (b) Following the Closing Date (i) the The liabilities of Lender shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their its respective Ratable Share pro rata share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Sharepro rata share of the Loan. (c) Each Co-Lender agrees that it has, independently and without reliance on the any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the any other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) 10.27.1 Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, each of Borrower and the other Loan Parties shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder and other relevant Persons shall be delivered by Borrower and such Persons to each Co-Lender. (b) Following the Closing Date . In addition, (i) the liabilities of Lender shall be several and not joint, (ii) neither no Co-Lender shall be responsible for the obligations of the any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their its respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) 10.27.2 Each Co-Lender agrees that it has, independently and without reliance on the any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower Borrower, Guarantors and its their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the any other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Each of Borrower and the other Loan Parties hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, each of Borrower and the other Loan Parties shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower and the other Loan Parties required hereunder shall be delivered by Borrower and the other Loan Parties to each Co-Lender. (b) Following the Closing Date (i) the liabilities of Lender shall be several and not joint, (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower and the other Loan Parties only for their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and the other Loan Parties and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) Each Co-Lender agrees that it has, independently and without reliance on the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower Borrower, the other Loan Parties and its their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

Co-Lenders. (a) Borrower and Lender each hereby acknowledges acknowledge and agrees agree that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, (i) all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to obtain the request such consent and approval of each Co-Lender from Column (or the Servicer, if applicable) only and not the other Lender, (ii) and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to Column, in which case, upon the delivery of same, shall be deemed to have been delivered to each Co-Lender, and Column shall be responsible for the distribution of such deliveries to the Co-Lender, and (iii) any consent or waiver from Column (or the Servicer, if applicable) only and not the other Lender shall be effective for all Co-Lenders. (b) Following Each Co-Lender agrees that, prior to the Closing Date Securitization of the entire Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Column as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Column to, and Column hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Column draws upon any such Letter of Credit, each Co-Lender authorizes Column to, and Column hereby agrees to, deposit the proceeds into the Cash Management Account or into the applicable Reserve Account in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Column to, and Column hereby agrees to, assign to the controlling Trustee or Servicer on its behalf) all of Column’s right, title and interest in and to each Letter of Credit issued in accordance with the terms of this Agreement that is then in Column’s possession, whereupon without any further action by any of the Co-Lenders Column shall be released from any and all liability relating in any way to such Letter(s) of Credit. (i) The liabilities of Lender shall be several and not joint, and (ii) neither Co-Lender shall be responsible for the obligations of the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for their its respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (c) . Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. Each Co-Lender agrees that it has, independently and without reliance on the any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon the any other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.