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, 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 and Guarantor to each Co‑Lender; provided, however, prior to a Securitization of the Loan, Borrower shall be entitled to rely on communications or acts of the Servicer appointed by the Co-Lenders with respect to any rights, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreement, the other Loan Documents or by applicable Legal Requirements. (b) Each Co-Lender agrees that, prior to the Securitization of the entire Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, deposit the proceeds into the Deposit Account (or into one or more of the Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, assign to the Trustee all of Deutsche Bank’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 Deutsche Bank’s possession, whereupon, without any further action by any of the Co-Lenders, Deutsche Bank shall be released from any and all liability relating in any way to such Letter(s) of Credit. (c) (i) The liabilities of Lender shall be several and not joint, (ii) no Co-Lender shall be responsible for the obligations of any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for 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. (d) Each Co-Lender agrees that it has, independently and without reliance on any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower, Guarantor and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon 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. (e) 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.

Co-Lenders. (a) Borrower hereby acknowledges Prior to a Securitization of all or any portion of the Loan, JPMorgan Chase Bank, National Association has been appointed as administrative agent by Xxxxxx and agrees that notwithstanding the fact that shall act as administrative agent for the Loan (together with any successor administrative agent and solely in its capacity as administrative agent, the “Administrative Agent”) for itself as a Lender, Lender and any other financial institution or entity who may be serviced by Servicerbecome a Lender through a syndication (each, a “Co-Lender”). Borrower acknowledges that, prior to a Securitization of all or any portion of the entire Loan, all requests for approval Administrative Agent has the sole and consents exclusive authority to execute documents and perform under this Agreement as “Lender” hereunder and in every instance in which Lender’s consent or approval is requiredon behalf of itself, each of Borrower and Guarantor shall be required to obtain the consent and approval of each as a Co-Lender and as administrative agent for itself and the Co-Lenders. Prior to a Securitization of all copies or any portion of documentsthe Loan, reportsBorrower shall not have any obligation to recognize or deal directly with (or provide any notices, requests and information, statements or certificates to) any Co-Lender. Notwithstanding anything to the contrary contained in this Agreement or in the other delivery obligations of Borrower and Guarantor required hereunder shall be delivered by Borrower and Guarantor to each Co‑Lender; provided, howeverLoan Documents, prior to a Securitization of all or any portion of the Loan, Borrower shall be entitled deemed to rely on communications have complied with any requirement under this Agreement or acts of the Servicer appointed by the Co-Lenders with respect to any rights, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreement, the other Loan Documents to deliver notice to any Co-Lender when any such notice is delivered to Administrative Agent, and no notice received by Borrower under this Agreement shall be effective unless such notice is received by Borrower from Administrative Agent. Prior to a Securitization of all or by applicable Legal Requirementsany portion of the Loan, Borrower may rely conclusively on the actions of Administrative Agent to bind the Co-Lenders, notwithstanding that the particular action in question may, pursuant to the terms of a co-lender agreement or other similar document between Administrative Agent and/or Co-Lenders, be subject to the consent or direction of some or all of the Co-Lenders. For the avoidance of doubt, this Section 10.26(a) shall be of no further force and effect after a Securitization of all or any portion of the Loan. (b) Each Co-Lender agrees that, prior to Following the Securitization of the entire Loan, Closing Date (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, deposit the proceeds into the Deposit Account (or into one or more of the Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, assign to the Trustee all of Deutsche Bank’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 Deutsche Bank’s possession, whereupon, without any further action by any of the Co-Lenders, Deutsche Bank shall be released from any and all liability relating in any way to such Letter(s) of Credit. (c) (i) The liabilities of Lender shall be several and not joint, (ii) no neither Co-Lender shall be responsible for the obligations of any the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower or Operating Lessee only for its their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and/or Operating Lessee 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. (dc) Each Co-Lender agrees that it has, independently and without reliance on any the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower, Operating Lessee, Guarantor and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon any 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. (e) 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.

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 and Guarantor any 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 any guarantor required hereunder shall be delivered by Borrower and Guarantor or any guarantor to each Co‑Lender; providedCo-Lender, howeverprovided that, prior notwithstanding anything herein that may be construed to a Securitization the contrary, from and after any Secondary Market Transaction with respect to any portion of the Loan, Borrower all decisions with respect to the Loan shall be entitled made by a single servicer, agent or lead lender (such party to rely on communications or acts of the Servicer appointed be designated from time to time by the Co-Lenders with respect to any rightsin their sole and absolute discretion, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreementand the identity of which party may differ depending upon the decision), the other Loan Documents either directly, or by applicable Legal Requirementscontractual agreement that holders of other portions of the Loan will make the same decision as such single party. Each Co-Lender agrees it shall promptly reply to Borrower’s inquiries regarding whether it has completed Securitization of its Ratable Share of the Loan. (b) Each Co-Lender agrees that, prior to the Securitization of the entire Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank DB as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank DB to, and Deutsche Bank DB hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank DB draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank DB to, and Deutsche Bank DB hereby agrees to, deposit the proceeds into the Deposit Cash Management Account (or into one or more of the Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank DB to, and Deutsche Bank DB hereby agrees to, assign to the Trustee all of Deutsche BankDB’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 Deutsche BankDB’s possession, whereupon, whereupon without any further action by any of the Co-Lenders, Deutsche Bank Lenders DB shall be released from any and all liability relating in any way to such Letter(s) of Credit. (c) (i) The liabilities of Lender shall be several and not joint, (ii) no Co-Lender shall be responsible for the obligations of any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for 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. (d) Each Co-Lender agrees that it has, independently and without reliance on any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower, Guarantor Borrower and their respective its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon 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. (e) With respect to the enforcement of the rights and remedies of the Lender under the Loan Documents Documents, including 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 the Lender) that shall exercise such rights and remedies under the Loan Documents on behalf of the 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 the Lender notwithstanding that there may be multiple Co-Lenders holding the Loan.. 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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 Guarantor any 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 any guarantor required hereunder shall be delivered by Borrower and Guarantor or any guarantor to each Co‑Lender; provided, howeverprovided that, prior notwithstanding anything herein that may be construed to a Securitization the contrary, from and after any Secondary Market Transaction with respect to any portion of the Loan, Borrower all decisions with respect to the Loan shall be entitled made by a single servicer, agent or lead lender (such party to rely on communications or acts of the Servicer appointed be designated from time to time by the Co-Lenders with respect to any rightsin their sole and absolute discretion, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreementand the identity of which party may differ depending upon the decision), the other Loan Documents either directly, or by applicable Legal Requirementscontractual agreement that holders of other portions of the Loan will make the same decision as such single party. Each Co-Lender agrees it shall promptly reply to Xxxxxxxx’s inquiries regarding whether it has completed Securitization of its Ratable Share of the Loan. (b) Each Co-Lender agrees that, prior to the Securitization of the entire Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank GACC as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank GACC to, and Deutsche Bank GACC hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank GACC draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank GACC to, and Deutsche Bank GACC hereby agrees to, deposit the proceeds into the Deposit Cash Management Account (or into one or more of the Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank GACC to, and Deutsche Bank GACC hereby agrees to, assign to the Trustee all of Deutsche BankGACC’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 Deutsche BankGACC’s possession, whereupon, whereupon without any further action by any of the Co-Lenders, Deutsche Bank Lenders GACC shall be released from any and all liability relating in any way to such Letter(s) of Credit. (c) (i) The liabilities of Lender shall be several and not joint, (ii) no Co-Lender shall be responsible for the obligations of any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for 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. (d) Each Co-Lender agrees that it has, independently and without reliance on any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower, Guarantor Borrower and their respective its Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon 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. (e) With respect to the enforcement of the rights and remedies of the Lender under the Loan Documents Documents, including 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 the Lender) that shall exercise such rights and remedies under the Loan Documents on behalf of the 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 the Lender notwithstanding that there may be multiple Co-Lenders holding the Loan.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicera 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 all requests for 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 and Guarantor to each Co‑Lender; provided, however, prior to a Securitization of the Loan, Borrower shall be entitled to rely on communications or acts of the Servicer an agent appointed by the Co-Lenders with respect to any rights, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreement, the other Loan Documents or by applicable Legal RequirementsLenders. (b) Each Co-Lender agrees that, prior to Following the Securitization closing of the entire Loan, Loan (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, deposit the proceeds into the Deposit Account (or into one or more of the Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, assign to the Trustee all of Deutsche Bank’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 Deutsche Bank’s possession, whereupon, without any further action by any of the Co-Lenders, Deutsche Bank shall be released from any and all liability relating in any way to such Letter(s) of Credit. (c) (i) The liabilities of Lender shall be several and not joint, (ii) no Co-Lender shall be responsible for the obligations of any the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for its their respective Ratable Share 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 Shareshare of the Loan. (dc) Each Co-Lender agrees that it has, independently and without reliance on any the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower, Guarantor Borrower and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon any 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. (ed) With respect to the enforcement of the rights and remedies of Lender In connection with any consent or approval under the Loan Documents upon Documents, or any other circumstance in which “Lender” has the occurrence right to take an action and during obtain reimbursement therefor from Borrower or any Affiliate of Borrower under the continuance of an Event of DefaultLoan Documents, if at such time there are multiple each Co-Lenders holding the Loan, then either: (i) the Co-Lenders shall exercise such rights and remedies jointly together, or (ii) Lender agrees that the Co-Lenders shall 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. The initial agent so appointed by the Co-Lenders shall be Xxxxx Fargo Bank, National Association. Borrower shall be entitled to rely on any written consent, approval, notice of Default, any other notices given or statements made or received by or from time such agent pursuant to time, such designations the Loan Documents believed by Borrower to be genuine and correct and to have been signed, sent or made from time by the proper Person, and with respect to time in all matters pertaining to this Agreement or any of the other Loan Documents without the necessity of confirming the same with the Co-Lenders’ sole and absolute discretion. Xxxxx Fargo Bank, one or more servicers or agents (which may be a Co-Lender, applicable servicer or other National Association shall remain the agent designated by Lender) that shall exercise such rights and remedies under for 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 hereunder until a servicer has been appointed to administer the Loan, or a replacement agent has been appointed with the prior written consent of Borrower, which consent shall not be unreasonably withheld, conditioned or delayed. THIS AGREEMENT IS EXECUTED by Lender and Borrower as of the date appearing on the first page hereof. LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION Loan Administration Xxxxx Fargo Center Commercial Mortgage Servicing 0000 Xxxxxxxx Xxxxxx, 2nd Floor Mac A0227-020 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Commercial Mortgage Servicing Loan No.: 00-0000000 By: /s/ XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx Title: Managing Director Cadwalader, Xxxxxxxxxx & Xxxx LLP 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxx, Esq. BANK OF AMERICA, N.A. By: /s/ XXXXX XXXXXXX c/o Banc of America Securities LLC NC1-027-20-03 000 Xxxxx Xxxxx Xxxxxx Charlotte, North Carolina 28255 Attention: Xxxxxx Xxxxxx Facsimile: (000) 000-0000 Loan No.: 00-0000000 with a copy to counsel: Cadwalader, Xxxxxxxxxx & Xxxx LLP 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxx, Esq. Name: Xxxxx Xxxxxxx Title: Managing Director THIS AGREEMENT IS EXECUTED by Lender and Borrower as of the date appearing on the first page hereof. BORROWER: Borrower’s Address: [BORROWER NAME] a [STATE OF FORMATION] [ENTITY TYPE] c/o Dividend Capital Total Realty Operating Partnership LP a 000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 By: /s/ XXXX XXXXX with a copy to counsel: Xxxxxxxxx Xxxxxxx, LLP 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Ivanhoe, Esq. Name: Xxxx Xxxxx Title: SVP

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 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 and Guarantor to each Co‑Lender; provided, however, prior to a Securitization of the Loan, Borrower shall be entitled to rely on communications or acts of the Servicer appointed by the Co-Lenders with respect to any rights, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreement, the other Loan Documents or by applicable Legal Requirements. (b) Each Co-Lender agrees that, prior to the Securitization of the entire Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, deposit the proceeds into the Deposit Account (or into one or more of the Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, assign to the Trustee all of Deutsche Bank’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 Deutsche Bank’s possession, whereupon, without any further action by any of the Co-Lenders, Deutsche Bank shall be released from any and all liability relating in any way to such Letter(s) of Credit. (c) (i) The liabilities of Lender shall be several and not joint, (ii) no Co-Lender shall be responsible for the obligations of any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for its respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, 104 Mezzanine Loan Agreement damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. (d) Each Co-Lender agrees that it has, independently and without reliance on any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower, Guarantor and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon 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. (e) 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.

Co-Lenders. (a) Each of Borrower and Maryland 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 Guarantor Maryland Owner 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 and Guarantor Maryland Owner required hereunder shall be delivered by Borrower and Guarantor Maryland Owner to each Co‑Lender; provided, however, prior to a Securitization of the Loan, Borrower shall be entitled to rely on communications or acts of the Servicer appointed by the Co-Lenders with respect to any rights, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreement, the other Loan Documents or by applicable Legal RequirementsLender. (b) Each Co-Lender agrees that, prior to Following the Securitization of the entire Loan, Closing Date (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, deposit the proceeds into the Deposit Account (or into one or more of the Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, assign to the Trustee all of Deutsche Bank’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 Deutsche Bank’s possession, whereupon, without any further action by any of the Co-Lenders, Deutsche Bank shall be released from any and all liability relating in any way to such Letter(s) of Credit. (c) (i) The liabilities of Lender shall be several and not joint, (ii) no Co-Lender shall be responsible for the obligations of any the other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower and Maryland Owner only for its their respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and Maryland Owner and obligations for principal and interest payments, payment of exit 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. (dc) Each Co-Lender agrees that it has, independently and without reliance on any the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower, Guarantor Maryland Owner and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon any 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. (ed) With respect to the enforcement of the rights and remedies of Lender In connection with any consent or approval under the Loan Documents upon Documents, or any other circumstance in which “Lender” has the occurrence right to take an action and during obtain reimbursement therefor from Borrower or any Affiliate of Borrower under the continuance of an Event of DefaultLoan Documents, if at such time there are multiple each Co-Lenders holding the Loan, then either: (i) Lender agrees that the Co-Lenders shall exercise such rights be entitled to designate as many Persons as they desire but that Borrower and remedies jointly togetherits Affiliates shall only be obligated to pay the legal fees, or (ii) 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 from time to time, such designations to be made from time to time in the one Co-Lenders’ sole and absolute discretion, Lender or one or more servicers or agents (which may be a Servicer to act as the agent for all Co-Lender, applicable servicer or other agent designated by Lender) that shall exercise such rights and remedies Lenders for all dealings with Borrower 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 LoanDocuments.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be assigned to multiple Lenders or 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 just one lead Lender on behalf of each Co-other Lender, and such lead Lender and all shall deliver copies of documents, reports, requests and other delivery obligations of Borrower and Guarantor required hereunder shall be delivered by Borrower and Guarantor to each Co‑Lender; provided, however, prior to a Securitization of the Loan, Borrower shall be entitled to rely on communications or acts of the Servicer appointed by the Co-Lenders with respect to any rights, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreement, the other Loan Documents or by applicable Legal RequirementsLender. (b) Each Co-In the event there is more than one Lender agrees that, prior to under the Securitization of the entire Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, deposit the proceeds into the Deposit Account (or into one or more of the Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, assign to the Trustee all of Deutsche Bank’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 Deutsche Bank’s possession, whereupon, without any further action by any of the Co-Lenders, Deutsche Bank shall be released from any and all liability relating in any way to such Letter(s) of Credit. (c) (i) The liabilities of Lender shall be several and not joint, (ii) no Co-Lender shall be responsible for the obligations of any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for 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. (dc) Each Co-In the event there is more than one Lender under the Loan, each Lender agrees that it has, independently and without reliance on any the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower, Guarantor and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon any 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. (ed) With respect to the enforcement of the rights and remedies of the 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 each Lender shall exercise such rights and remedies jointly together, or (ii) the Co-Lenders each Lender shall designate from time to time, such designations to be made from time to time in the Co-Lenders’ each Lender’s sole and absolute discretion, one or more servicers or agents (which may be a Co-Lender, applicable servicer or other agent designated by each Lender) that shall exercise such rights and remedies under the Loan Documents on behalf of the 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 the Lender notwithstanding that there may be multiple Co-Lenders holding the Loan.

Co-Lenders. (a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be assigned to multiple Lenders or 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 just one lead Lender on behalf of each Co-other Lender, and such lead Lender and all shall deliver copies of documents, reports, requests and other delivery obligations of Borrower and Guarantor required hereunder shall be delivered by Borrower and Guarantor to each Co‑Lender; provided, however, prior to a Securitization of the Loan, Borrower shall be entitled to rely on communications or acts of the Servicer appointed by the Co-Lenders with respect to any rights, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreement, the other Loan Documents or by applicable Legal RequirementsLender. (b) Each Co-In the event there is more than one Lender agrees that, prior to under the Securitization of the entire Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, deposit the proceeds into the Deposit Account (or into one or more of the Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, assign to the Trustee all of Deutsche Bank’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 Deutsche Bank’s possession, whereupon, without any further action by any of the Co-Lenders, Deutsche Bank shall be released from any and all liability relating in any way to such Letter(s) of Credit. (c) (i) The liabilities of Lender shall be several and not joint, (ii) no Co-Lender shall be responsible for the obligations of any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for its respective pro rata share (its “Ratable Share Share”) of the LoanLoan as set forth on Schedule 20.12 hereof. 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. (dc) Each Co-In the event there is more than one Lender under the Loan, each Lender agrees that it has, independently and without reliance on any the other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower, Guarantor and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon any 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. (ed) With respect to the enforcement of the rights and remedies of the 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 each Lender shall exercise such rights and remedies jointly together, or (ii) the Co-Lenders each Lender shall designate from time to time, such designations to be made from time to time in the Co-Lenders’ each Lender’s sole and absolute discretion, one or more servicers or agents (which may be a Co-Lender, applicable servicer or other agent designated by each Lender) that shall exercise such rights and remedies under the Loan Documents on behalf of the 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 the Lender notwithstanding that there may be multiple Co-Lenders holding the Loan.

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 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 and Guarantor to each Co‑Lender; provided, however, prior to a Securitization of the Loan, Borrower shall be entitled to rely on communications or acts of the Servicer appointed by the Co-Lenders with respect to any rights, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreement, the other Loan Documents or by applicable Legal Requirements. (b) Each Co-Lender agrees that, prior to the Securitization of the entire Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank SG as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank SG to, and Deutsche Bank SG hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank SG draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank SG to, and Deutsche Bank SG hereby agrees to, deposit the proceeds into the Deposit Cash Management Account (or into one or more of the Cash Management Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank SG to, and Deutsche Bank SG hereby agrees to, assign to the Trustee trustee of such Securitization all of Deutsche BankSG’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 Deutsche BankSG’s possession, whereupon, whereupon without any further action by any of the Co-Lenders, Deutsche Bank Lenders SG shall be released from any and all liability relating in any way to such Letter(s) of Credit. (cb) (i) The liabilities of Lender shall be several and not joint, (ii) no Co-Lender shall be responsible for the obligations of any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower Borrowers only for its respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower Borrowers 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. (dc) Each Co-Lender agrees that it has, independently and without reliance on any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of BorrowerBorrowers, Guarantor and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon 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. (e) 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.