Common use of Independent Approval Rights Clause in Contracts

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree that (i) the risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan, and Borrowers hereby waive any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender, such consent or approval shall not not, except as otherwise expressly provided in this Agreement or the other Loan Documents, be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, . Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (i) the risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) [intentionally omitted], (iii) [intentionally omitted], (iv) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender and Lender may reasonably reach different conclusions, and (iiiv) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view, subject, however, to any requirements of reasonableness or good faith expressly set forth in this Agreement or the other Loan Documents. Further, the denial by Lender of a requested consent or approval shall not, provided such denial shall not constitute a default by Lender under this Agreement, create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan, Loan and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denial, provided such denial shall not constitute a default by Lender under this Agreement. Notwithstanding anything to the contrary contained in this Section 9.16, to the extent that Mortgage Lender requires Mortgage Borrower to perform, or refrain from performing, any action pursuant to the terms of the Mortgage Loan Documents, Lender shall not withhold its consent to the performance or, or the refraining from performing, such action only if such failure to act or refrain from acting by Mortgage Borrower (after the expiration of any applicable notice and cure periods) would be a Mortgage Loan Event of Default.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, . Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (i) the risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval approval, Mortgage Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view, but subject to the standards of consent set forth herein. FurtherFurthermore, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage LoanLoan Default, and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denialdenial unless Lender has not complied with any applicable standard for consent. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender or any Mezzanine Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree that (i) the risks of Mortgage Lender in making the Mortgage Loan Loan, and the risks of each Mezzanine Lender in making its Mezzanine Loan, are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval approval, Mortgage Lender, each Mezzanine Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan and/or any Mezzanine Loan, and Borrowers hereby waive any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender, Intermediate Mez Lender or Senior Mez Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in Lender if Lender has such consent and/or approval rights under this Agreement, . Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (ia) the risks of Mortgage Lender in making the Mortgage Loan, the risks of Intermediate Mez Lender in making the Intermediate Mez Loan and the risks of Senior Mez Lender in making the Senior Mez Loan are different from the risks of Lender in making the Loan, (iib) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender, Intermediate Mez Lender, Senior Mez Lender and Lender may reasonably reach different conclusions, and (iiic) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of viewview in accordance with the terms hereof. Further, the denial by Lender of a requested consent or approval in accordance with the Loan Documents shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan, Intermediate Mez Loan and/or the Senior Mez Loan, and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender or Senior Mez Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in Lender if Lender has such consent and/or approval rights under this Agreement, . Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (ia) the risks of Mortgage Lender in making the Mortgage Loan and the risks of Senior Mez Lender in making the Senior Mez Loan are different from the risks of Lender in making the Loan, (iib) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender, Senior Mez Lender and Lender may reasonably reach different conclusions, and (iiic) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of viewview in accordance with the terms hereof. Further, the denial by Lender of a requested consent or approval in accordance with the Loan Documents shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan and/or the Senior Mez Loan, and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender or Mezzanine A Lender, such consent or approval shall not not, except as otherwise expressly provided in this Agreement or the other Loan Documents, be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, . Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (i) the risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) the risks of Mezzanine A Lender in making the Mezzanine A Loan are different from the risks of Lender in making the Loan, (iii) [intentionally omitted], (iv) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender, Mezzanine A Lender and Lender may reasonably reach different conclusions, and (iiiv) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view, subject, however, to any requirements of reasonableness or good faith expressly set forth in this Agreement or the other Loan Documents. Further, the denial by Lender of a requested consent or approval shall not, provided such denial shall not constitute a default by Lender under this Agreement, create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan, Loan or the Mezzanine A Loan and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denial, provided such denial shall not constitute a default by Lender under this Agreement. Notwithstanding anything to the contrary contained in this Section 9.16, to the extent that Mortgage Lender requires Mortgage Borrower to perform, or refrain from performing, any action pursuant to the terms of the Mortgage Loan Documents, Lender shall not withhold its consent to the performance or, or the refraining from performing, such action only if such failure to act or refrain from acting by Mortgage Borrower (after the expiration of any applicable notice and cure periods) would be a Mortgage Loan Event of Default.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender or First Mezzanine Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree that (i) the risks of Mortgage Lender in making the Mortgage Loan Loan, and the risks of First Mezzanine Lender in making the First Mezzanine Loan, are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval approval, Mortgage Lender, First Mezzanine Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan and/or the First Mezzanine Loan, and Borrowers hereby waive any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage LenderLender or Mezzanine A Administrative Agent, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything Administrative Agent except to the contrary which may be contained in this Agreement, extent otherwise expressly stated herein. Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (i) the risks of Mortgage Lender and Mezzanine A Lender in making the Mortgage Loan and Mezzanine A Loan, respectively, are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender Lender, Mezzanine A Administrative Agent and Lender Administrative Agent may reasonably reach different conclusions, and (iii) Lender subject to the express terms of this Agreement, Administrative Agent has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender Administrative Agent of a requested consent or approval shall not create any liability or other obligation of Lender Administrative Agent if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan or Mezzanine A Loan, and Borrowers Borrower hereby waive waives, to the extent permitted by applicable law, any claim of liability against Lender Administrative Agent arising from any such denial.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, . Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (i) the risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval approval, Mortgage Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view, but subject to the standards of consent set forth herein. FurtherFurthermore, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage LoanLoan Documents, and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denialdenial unless Lender has not complied with any applicable standard for consent. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender, First Mez Lender or Second Mez Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, . Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (ia) the risks of Mortgage Lender in making the Mortgage Loan, the risks of First Mez Lender in making the First Mez Loan and the risks of Second Mez Lender in making the Second Mez Loan are different from the risks of Lender in making the Loan, (iib) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender, First Mez Lender, Second Mez Lender and Lender may reasonably reach different conclusions, and (iiic) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of viewview in accordance with the terms hereof. Further, the denial by Lender of a requested consent or approval in accordance with the Loan Documents shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan, the First Mez Loan and/or the Second Mez Loan, and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender or any Mezzanine Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree that (i) the risks of Mortgage Lender in making the Mortgage Loan Loan, and the risks of each Mezzanine Lender in making its Mezzanine Loan, are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender, each Mezzanine Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan and/or any Mezzanine Loan, and Borrowers hereby waive any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender and/or Mezzanine A Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (i) the risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) risks of Mezzanine A Lender in making the Mezzanine A Loan are different from the risks of Lender in making the Loan, (iii) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender, Mezzanine A Lender and Lender may reasonably reach different conclusions, and (iiiiv) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan and/or the Mezzanine A Loan, and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denial. Nothing contained herein in this Section 9.9 shall be deemed to modify any provision of the Loan Documents that requires Lender to act reasonably or to another specific standard.

Independent Approval Rights. (a) If Unless expressly set forth in this Agreement, if any action, proposed action or other decision is consented to or approved by Mortgage Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, Administrative Agent. Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (i) the risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval approval, Mortgage Lender and Lender Administrative Agent (for the benefit of Lender) may reasonably reach different conclusions, and (iii) Lender Administrative Agent has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view, but subject to the standards of consent set forth herein. FurtherFurthermore, the denial by Lender Administrative Agent of a requested consent or approval shall not create any liability or other obligation of Administrative Agent or Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage LoanLoan Documents, and Borrowers Borrower hereby waive waives any claim of liability against Administrative Agent and Lender arising from any such denialdenial unless Borrower has any rights or remedies available to such denial failing to be in accordance with the terms of this Agreement or any other Loan Document. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Administrative Agent or Lender.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender or Mezzanine A Lender, as applicable, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything Lender to the contrary which may be contained in this Agreement, and as between extent Lender and Borrowers only, Lender shall be deemed to have approved has a consent or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender approval right under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers . Borrower hereby acknowledge acknowledges and agree agrees that (i) the risks of Mortgage Lender in making the Mortgage Loan and the risks of Mezzanine A Lender in making the Mezzanine A Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender, Mezzanine A Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan or Mezzanine A Loan, and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Senior Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, . Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (ia) the risks of Mortgage Senior Lender in making the Mortgage Senior Loan are different from the risks of Lender in making the Loan, (iib) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage approval, Senior Lender and Lender may reasonably reach different conclusions, and (iiic) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view, but subject to the standards of consent set forth herein. FurtherFurthermore, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage LoanSenior Loan Default, and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denialdenial unless Lender has not complied with any applicable standard for consent. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender or First Mezzanine Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree that (i) the risks of Mortgage Lender in making the Mortgage Loan and the risks of First Mezzanine Lender in making the First Mezzanine Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender, First Mezzanine Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan and/or the First Mezzanine Loan, and Borrowers hereby waive any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If So long as the Mortgage Loan is outstanding, if any action, proposed action or other decision is consented to or approved by Mortgage Lender, except as otherwise expressly set forth herein such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, and as between Lender unless Mortgage Lender and Borrowers only, Lender shall be deemed to have approved are the same Person or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers Affiliates. Borrower hereby acknowledge acknowledges and agree agrees that (i) the risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender and Lender (at such time as they are not the same Person or Affiliates) may reasonably reach different conclusions, and (iii) except as otherwise expressly set forth herein, Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan, Loan and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If any action, proposed action or other decision is consented to or approved by Mortgage Lender or the Other Mezzanine Lender, such consent or approval shall not not, except as and to the extent herein provided otherwise, be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, . Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (i) the risks of Mortgage Lender and the Other Mezzanine Lender in making the Mortgage Loan and the Other Mezzanine Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender, the Other Mezzanine Lender and Lender may reasonably reach different conclusions, and (iii) except as and to the extent herein provided otherwise, Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan, and Borrowers Borrower hereby waive waives any claim of liability against Lender arising from any such denial.

Independent Approval Rights. (a) If Unless expressly set forth in this Agreement, if any action, proposed action or other decision is consented to or approved by Mortgage Lender, such consent or approval shall not be binding or controlling on Lender; provided, however, that, notwithstanding anything to the contrary which may be contained in this Agreement, Administrative Agent. Borrower hereby acknowledges and as between Lender and Borrowers only, Lender shall be deemed to have approved or waived any document delivered or action taken, or required to be delivered or taken, by Mortgage Borrowers to Mortgage Lender under the Mortgage Loan Agreement related to the construction of the Project which is approved or waived in writing by Mortgage Lender under the Mortgage Loan Documents. (b) Borrowers hereby acknowledge and agree agrees that (i) the risks of Mortgage Lender in ​ making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval approval, Mortgage Lender and Lender Administrative Agent (for the benefit of Lender) may reasonably reach different conclusions, and (iii) Lender Administrative Agent has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view, but subject to the standards of consent set forth herein. FurtherFurthermore, the denial by Lender Administrative Agent of a requested consent or approval shall not create any liability or other obligation of Administrative Agent or Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage LoanLoan Documents, and Borrowers Borrower hereby waive waives any claim of liability against Administrative Agent and Lender arising from any such denialdenial unless Borrower has any rights or remedies available to such denial failing to be in accordance with the terms of this Agreement or any other Loan Document. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Administrative Agent or Lender.