Common use of Limitation on Liability of Directing Holder and Risk Retention Consultation Party; Acknowledgements of the Certificateholders Clause in Contracts

Limitation on Liability of Directing Holder and Risk Retention Consultation Party; Acknowledgements of the Certificateholders. None of the Controlling Class, the Directing Holder or the Risk Retention Consultation Party shall be liable to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action for errors in judgment. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Holder, the Holders of the Certificates in the Controlling Class and the Risk Retention Consultation Party (i) may each have special relationships and interests that conflict with those of Certificateholders of one or more Classes of the Certificates, (ii) may act solely in its own interests or in the interests of the holders of the Controlling Class or the RR Interest (iii) do not have any duties or liability to the Trust or the Holders of any Class of Certificates, (iv) may take actions that favor the interests of the Companion Loans or the interests of one or more Classes of the Certificates or of the RR Interest over other Classes of the Certificates, (v) shall have no liability whatsoever to the Trust, the other parties to hereto, the Certificateholders or any other person (including any Borrower Affiliate) for having acted in accordance with or as permitted under the terms of this Agreement, and the Certificateholders may not take any action whatsoever against the Directing Holder, the holders of the Certificates in the Controlling Class, the Risk Retention Consultation Party or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals of the Directing Holder, the holders of the Certificates in the Controlling Class or the Risk Retention Consultation Party as a result of the Directing Holder, the holders of the Certificates in the Controlling Class or the Risk Retention Consultation Party having acted in accordance with the terms of and as permitted hereunder.

Limitation on Liability of Directing Holder and Risk Retention Consultation Party; Acknowledgements of the Certificateholders. None of the Controlling Class, the Directing Holder or the Risk Retention Consultation Party shall be liable to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action for errors in judgment. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Holder, the Holders of the Certificates in the Controlling Class and the Risk Retention Consultation Party (i) may each have special relationships and interests that conflict with those of Certificateholders of one or more Classes of the Certificates, (ii) may act solely in its own interests or in the interests of the holders of the Controlling Class or the RR Interest (iii) do not have any duties or liability to the Trust or to the Holders of any Class of CertificatesCertificateholders, (iv) may take actions that favor the interests of the Companion Loans or the interests of one or more Classes of the Certificates or of the RR Interest over the interests of the Certificateholders of one or more other Classes of the Certificates, (v) shall have no liability whatsoever to the Trust, the other parties to hereto, the Certificateholders or any other person (including any Borrower AffiliateRelated Party) for having acted in accordance with or as permitted under the terms of this Agreement, and the Certificateholders may not take any action whatsoever against the Directing Holder, the holders of the Certificates in the Controlling Class, the Risk Retention Consultation Party or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals of the Directing Holder, the holders of the Certificates in the Controlling Class or the Risk Retention Consultation Party as a result of the Directing Holder, the holders of the Certificates in the Controlling Class or the Risk Retention Consultation Party having acted in accordance with the terms of and as permitted hereunder.

Limitation on Liability of Directing Holder and Risk Retention Consultation Party; Acknowledgements of the Certificateholders. None of the Controlling Class, the Directing Holder or the Risk Retention Consultation Party shall be liable to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action for errors in judgment. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Holder, the Holders of the Certificates Certificateholders in the Controlling Class and the Risk Retention Consultation Party (i) may each have special relationships and interests that conflict with those of Certificateholders of one or more Classes of the Certificates, including owning a Companion Loan or any Companion Loan Securities, (ii) may act solely in its own interests or in the interests of the holders of the Controlling Class or the RR Interest (iii) do not have any duties or liability to the Trust or the Holders of any Class of Certificates, (iv) may take actions that favor the interests of the Companion Loans or the interests of one or more Classes of the Certificates or of the RR Interest over other Classes of the Certificates, (v) shall have no liability whatsoever to the Trust, the other parties to hereto, the Certificateholders or any other person (including any Borrower Affiliate) for having acted in accordance with or as permitted under the terms of this Agreement, and the Certificateholders may not take any action whatsoever against the Directing Holder, the holders of the Certificates Certificateholders in the Controlling Class, the Risk Retention Consultation Party or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals of the Directing Holder, the holders of the Certificates Certificateholders in the Controlling Class or the Risk Retention Consultation Party as a result of the Directing Holder, the holders of the Certificates Certificateholders in the Controlling Class or the Risk Retention Consultation Party having acted in accordance with the terms of and as permitted hereunder.

Limitation on Liability of Directing Holder and Risk Retention Consultation Party; Acknowledgements of the Certificateholders. None of the Controlling Class, the Directing Holder or the Risk Retention Consultation Party shall be liable to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action for errors in judgment. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Holder, the Holders of the Certificates in the Controlling Class and the Risk Retention Consultation Party (i) may each have special relationships and interests that conflict with those of Certificateholders of one or more Classes of the Certificates, including owning any interest in the Mezzanine Loan, (ii) may act solely in its own interests or in the interests of the holders of the Controlling Class or the RR Interest (iii) do not have any duties or liability to the Trust or the Holders of any Class of Certificates, (iv) may take actions that favor the interests of the Companion Loans or the interests of one or more Classes of the Certificates or of the RR Interest over other Classes of the Certificates, (v) shall have no liability whatsoever to the Trust, the other parties to hereto, the Certificateholders or any other person (including any Borrower AffiliateRelated Party) for having acted in accordance with or as permitted under the terms of this Agreement, and the Certificateholders may not take any action whatsoever against the Directing Holder, the holders of the Certificates in the Controlling Class, the Risk Retention Consultation Party or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals of the Directing Holder, the holders of the Certificates in the Controlling Class or the Risk Retention Consultation Party as a result of the Directing Holder, the holders of the Certificates in the Controlling Class or the Risk Retention Consultation Party having acted in accordance with the terms of and as permitted hereunder.

Limitation on Liability of Directing Holder and Risk Retention Consultation Party; Acknowledgements of the Certificateholders. None of the Controlling Class, the Directing Holder or the Risk Retention Consultation Party shall be liable to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action for errors in judgment. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Holder, the Holders of the Certificates in the Controlling Class and the Risk Retention Consultation Party (i) may each have special relationships and interests that conflict with those of Certificateholders of one or more Classes of the Certificates, including owning any interest in the Mezzanine Loan, (ii) may act solely in its own interests or in the interests of the holders of the Controlling Class or the RR Interest (iii) do not have any duties or liability to the Trust or the Holders of any Class of Certificates, (iv) may take actions that favor the interests of the Companion Loans Loan or the interests of one or more Classes of the Certificates or of the RR Interest over other Classes of the Certificates, (v) shall have no liability whatsoever to the Trust, the other parties to hereto, the Certificateholders or any other person (including any Borrower Affiliate) for having acted in accordance with or as permitted under the terms of this Agreement, and the Certificateholders may not take any action whatsoever against the Directing Holder, the holders of the Certificates in the Controlling Class, the Risk Retention Consultation Party or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals of the Directing Holder, the holders of the Certificates in the Controlling Class or the Risk Retention Consultation Party as a result of the Directing Holder, the holders of the Certificates in the Controlling Class or the Risk Retention Consultation Party having acted in accordance with the terms of and as permitted hereunder.

Limitation on Liability of Directing Holder and Risk Retention Consultation Party; Acknowledgements of the Certificateholders. None of the Controlling Class, the Directing Holder or the Risk Retention Consultation Party shall be liable to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action for errors in judgment. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Holder, the Holders of the Certificates in the Controlling Class and the Risk Retention Consultation Party (i) may each have special relationships and interests that conflict with those of Certificateholders of one or more Classes of the Certificates, including owning any interest in the Mezzanine Loan, (ii) may act solely in its own interests or in the interests of the holders of the Controlling Class or the RR Interest (iii) do not have any duties or liability to the Trust or the Holders of any Class of Certificates, (iv) may take actions that favor the interests of the Companion Loans or the interests of one or more Classes of the Certificates or of the RR Interest over other Classes of the Certificates, (v) shall have no liability whatsoever to the Trust, the other parties to hereto, the Certificateholders or any other person (including any Borrower Affiliate) for having acted in accordance with or as permitted under the terms of this Agreement, and the Certificateholders may not take any action whatsoever against the Directing Holder, the holders of the Certificates in the Controlling Class, the Risk Retention Consultation Party or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals of the Directing Holder, the holders of the Certificates in the Controlling Class or the Risk Retention Consultation Party as a result of the Directing Holder, the holders of the Certificates in the Controlling Class or the Risk Retention Consultation Party having acted in accordance with the terms of and as permitted hereunder.