Common use of Limitation on Liability of the Noteholders Clause in Contracts

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, that the Note B Holder shall not be protected against any liability to a Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Each Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; providedhowever, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior Subordinate Noteholder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Subordinate Noteholder and that the Note B Holder any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Senior Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior any other Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder each other Noteholder and that any such party Noteholder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights any other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Each Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; providedhowever, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Accepted Servicing AgreementPractices. Each Senior Subordinate Noteholder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Accepted Servicing Practices (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Subordinate Noteholder and that the Note B Holder any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Senior Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Each Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; providedhowever, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior Subordinate Noteholder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Subordinate Noteholder and that the Note B Holder any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Senior Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder acknowledges that, subject to the terms and conditions hereof, hereof and the obligation of each Senior Non-Controlling Noteholder (other than the Lead Securitization Noteholder) and including any Non-Lead Servicer Servicer) to comply with, and except as otherwise required by, the servicing standard, each Non-Controlling Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it each Non-Controlling Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that such Non-Controlling Noteholder (including any such party Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder in connection with its such Non-Controlling Noteholder’s exercise of rights or its any omission by such Non-Controlling Noteholder to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each The Senior Noteholder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder Noteholders and that the Note B Holder shall have no liability whatsoever to such the Senior Noteholder Noteholders in connection with such the Note B Holder’s exercise of rights or any omission by such the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a the Senior Noteholder Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; providedhowever, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Accepted Servicing AgreementPractices. Each Senior The Subordinate Noteholder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Accepted Servicing Practices (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Subordinate Noteholder and that the Note B Holder any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Senior Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No The Lead Securitization Noteholder (including and any Servicer acting on a Noteholder’s its behalf) shall have any no liability to any the other Noteholder Noteholders with respect to their respective Notes except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf); provided however, following the Securitization Date, to the extent the Servicing Agreement imposes any other standard on any Servicer, the Servicing Agreement shall control. No other Noteholder shall have any liability to the Lead Securitization Noteholder (or any Servicer acting on its behalf) with respect to its Note except with respect to losses actually suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such Noteholderother Noteholder (or any servicer acting on its behalf or, if applicable, its Operating Advisor). The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) to comply with, and except as otherwise required by, with the Servicing Standard, the Lead Securitization Noteholder (including or any ServicerServicer acting on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder any Noteholder and that the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) shall have no liability whatsoever to the Note B Holder any Noteholder in connection with the Lead Securitization Noteholder’s (or any Servicer’s) exercise of rights or any omission by the Lead Securitization Noteholder (or any Servicer acting on its behalf) to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard Standard, and the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not be protected against any liability to the other Noteholders that would otherwise comply with be imposed by reason of willful misfeasance, bad faith or negligence on the terms part of this Agreementthe Lead Securitization Noteholder (or any Servicer acting on its behalf). The Note B Holder acknowledges Lead Securitization Noteholder and the Non-Lead Securitization Noteholders acknowledge that, subject to the terms and conditions hereof, each Senior the Junior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that the Junior Noteholder (and any such party servicer action on its behalf or, if applicable, its Operating Advisor) shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights Lead Securitization Noteholder or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder Noteholders in connection with such Note B Holder’s the exercise of rights or any omission by such Note B Holder the Junior Noteholder to exercise such rights; provided, however, that the Note B Holder Junior Noteholder (and any servicer action on its behalf or, if applicable, its Operating Advisor) shall not be protected against any liability to a Senior the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligencenegligence on the part of the Junior Noteholder (and any servicer action on its behalf or, if applicable, its Operating Advisor).

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard (including the Servicing Standard) upon any Servicer, in which case such other standard shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the willful misfeasance, bad faith or gross negligence, willful misconduct negligence in the performance or breach exercise of its express obligations or rights under this Agreement on or the part of such NoteholderServicing Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described aboveexcept with respect to losses actually suffered due to willful misfeasance, bad faith or gross negligence; provided, however, that the any Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the obligation of the Servicers on behalf of the Lead Securitization Noteholder) Noteholder to comply with, and except as otherwise required by, the Servicing Standard, any Non-Lead Servicer other Noteholder may exercise, or omit to exercise, any rights that it such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder each other Noteholder and that any such party Noteholder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights any other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence; provided, however, that any Servicer must act in accordance with the Servicing Standard.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Each Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder each Non-Controlling Note Holder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standardservicing standard, the Lead Securitization Noteholder each Non-Controlling Note Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it Controlling Note Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that such Non-Controlling Note Holder (including any such party Non-Lead Servicer) shall have no liability whatsoever to the any Note B Holder in connection with its such Non-Controlling Note Holder’s exercise of rights or its any omission by such Non-Controlling Note Holder to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each The Senior Noteholder acknowledges Note Holders acknowledge that, subject to the terms and conditions hereof, the each Note B Holder may exercise, or omit to exercise, any rights that such Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder Note Holders and that the Note B Holder shall have no liability whatsoever to such the Senior Noteholder Note Holders in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a the Senior Noteholder Note Holders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; providedhowever, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior The Subordinate Noteholder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Subordinate Noteholder and that the Note B Holder any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Senior Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Each Noteholder (including any Servicer on a Noteholder’s behalfServicer, except as otherwise provided in the Servicing Agreement) shall have any no liability to any other Noteholder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such a Senior Noteholder. The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Senior Noteholders (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Senior Noteholders (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder other Noteholders and that the Senior Noteholders (including any such party Servicer) shall have no liability whatsoever to the Note B Holder other Noteholders in connection with its the Senior Noteholders’ exercise of rights or its any omission by the Senior Noteholders to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard, this Agreement and the related Non-Lead Securitization Servicing Agreement, and the Senior Noteholders shall not be protected against any liability to the other Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each Senior Noteholder of the Noteholders acknowledges that, subject to the terms and conditions hereof, the Note B Holder any other Noteholder may exercise, or omit to exercise, any rights that such Holder Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the other Noteholders and that the Note B Holder such Noteholder shall have no liability whatsoever to such Senior Noteholder the other Noteholders in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder no Noteholder shall not be protected against any liability to a Senior Noteholder the other Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No The Lead Securitization Noteholder (including and any Servicer acting on a Noteholder’s its behalf) shall have any no liability to any the other Noteholder Noteholders with respect to their respective Notes except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf); provided however, following the Securitization Date, to the extent the Servicing Agreement imposes any other standard on any Servicer, the Servicing Agreement shall control. No other Noteholder shall have any liability to the Lead Securitization Noteholder (or any Servicer acting on its behalf) with respect to its Note except with respect to losses actually suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such Noteholderother Noteholder (or any servicer acting on its behalf or, if applicable, its Operating Advisor). The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) to comply with, and except as otherwise required by, with the Servicing Standard, the Lead Securitization Noteholder (including or any ServicerServicer acting on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder any Noteholder and that the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) shall have no liability whatsoever to the Note B Holder any Noteholder in connection with the Lead Securitization Noteholder’s (or any Servicer’s) exercise of rights or any omission by the Lead Securitization Noteholder (or any Servicer acting on its behalf) to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard Standard, and the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not be protected against any liability to the other Noteholders that would otherwise comply with be imposed by reason of willful misfeasance, bad faith or negligence on the terms part of this Agreementthe Lead Securitization Noteholder (or any Servicer acting on its behalf). The Note B Holder acknowledges Lead Securitization Noteholder and the Non-Lead Securitization Noteholders acknowledge that, subject to the terms and conditions hereof, each Senior the Junior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that the Junior Noteholder (and any such party servicer acting on its behalf or, if applicable, the Operating Advisor) shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights Lead Securitization Noteholder or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder Noteholders in connection with such Note B Holder’s the exercise of rights or any omission by such Note B Holder the Junior Noteholder to exercise such rights; provided, however, that the Note B Holder Junior Noteholder (and any servicer acting on its behalf or, if applicable, the Operating Advisor) shall not be protected against any liability to a Senior the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligencenegligence on the part of the Junior Noteholder (and any servicer acting on its behalf or, if applicable, the Operating Advisor).

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Each Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Holders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the any Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Each Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) Servicing Agreement and the obligation of any Non-Lead Servicer Securitization Noteholder, (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to the Non-Lead Securitization Noteholder as a “servicer” thereunder), any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it such Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of a Note B Holder and that such Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to any Note B Holder in connection with such Non-Lead Securitization Noteholder’s exercise of rights or any omission by such Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the related Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Servicing Agreement and this Agreement. Each Note A Holder acknowledges that, subject to the terms and conditions hereof, each Note B Holder may exercise, or omit to exercise, any rights that such Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder A Holders, and that any such party the Note B Holders shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; providedA Holders, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, however, that the Note B Holder Holders shall not be protected against any liability to a Senior Noteholder the Note A Holders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Each Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Subordinate Noteholder and that the Note B Holder Lead Noteholder (including any Servicer) shall have no liability whatsoever to such Senior Subordinate Noteholder in connection with the Lead Noteholder’s exercise of rights or any omission by the Lead Noteholder to exercise such rights other than as described above; provided, however, that such Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to any Non-Lead Noteholder as a “servicer” thereunder), each Non-Lead Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder in connection with any Non-Lead Noteholder’s exercise of rights or any omission by a Non-Lead Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Each Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the such Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the such Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Accepted Servicing Standard and otherwise comply with the terms of this AgreementPractices. The Each Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the Lead Securitization Noteholder) and obligation of any Non-Lead Servicer may exercise, or omit to exercise, Securitization Noteholder (including any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with Servicer) to comply with, and except as otherwise required by, the servicing Accepted Servicing Practices (as if such standard under the related was applicable to any Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges thatas a “servicer” thereunder), subject to the terms and conditions hereof, the Note B Holder each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Senior Note B Holder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Each Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; providedhowever, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior Subordinate Noteholder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Subordinate Noteholder and that the Note B Holder any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Senior Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Each Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; providedhowever, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Accepted Servicing AgreementPractices. Each Senior Subordinate Noteholder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Accepted Servicing Practices (as if such standard was applicable to any Non-Lead Noteholder as a “servicer” thereunder), each Non-Lead Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Subordinate Noteholder and that the Note B Holder any Non-Lead Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Senior Subordinate Noteholder in connection with any Non-Lead Noteholder’s exercise of rights or any omission by a Non-Lead Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of Non-Lead Securitization Noteholders and the Note B Holder Junior Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder Non-Lead Securitization Noteholders or the Junior Noteholders in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the obligations of the Non-Lead Securitization Noteholder) and Noteholders (including any Non-Lead Servicer Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Non-Lead Securitization Noteholders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it a Non-Lead Securitization Noteholder may have under this Agreement and the applicable Non-Lead Servicing Agreement in a manner that may be adverse to the interests of the other Noteholders and that each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to the other Noteholders in connection with such Non-Lead Securitization Noteholders’ exercise of rights or any omission by the Non-Lead Securitization Noteholders to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the Servicing Standard. The Lead Securitization Noteholder and the Non-Lead Securitization Noteholders acknowledge that, subject to the terms and conditions hereof, the Junior Noteholders may exercise, or omit to exercise, any rights that the Junior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that any such party the Junior Noteholders shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with Securitization Noteholder and the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder Noteholders in connection with such Note B Holder’s the Junior Noteholders’ exercise of rights or any omission by such Note B Holder the Junior Noteholders to exercise such rights; provided, however, that the Note B Holder Junior Noteholders shall not be protected against any liability to a Senior the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No The Lead Securitization Noteholder (including and any Servicer acting on a Noteholder’s its behalf) shall have any no liability to any the other Noteholder Noteholders with respect to their respective Notes except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf); provided however, following the Securitization Date, to the extent the Servicing Agreement imposes any other standard on any Servicer, the Servicing Agreement shall control. No other Noteholder shall have any liability to the Lead Securitization Noteholder (or any Servicer acting on its behalf) with respect to its Note except with respect to losses actually suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such Noteholderother Noteholder (or any servicer acting on its behalf or, if applicable, its Operating Advisor). The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) to comply with, and except as otherwise required by, with the Servicing Standard, the Lead Securitization Noteholder (including or any ServicerServicer acting on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder any Noteholder and that the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) shall have no liability whatsoever to the Note B Holder any Noteholder in connection with the Lead Securitization Noteholder’s (or any Servicer’s) exercise of rights or any omission by the Lead Securitization Noteholder (or any Servicer acting on its behalf) to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard Standard, and the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not be protected against any liability to the other Noteholders that would otherwise comply with be imposed by reason of willful misfeasance, bad faith or negligence on the terms part of this Agreementthe Lead Securitization Noteholder (or any Servicer acting on its behalf). The Note B Holder acknowledges Lead Securitization Noteholder and the Non-Lead Securitization Noteholders acknowledge that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer Junior Noteholders may exercise, or omit to exercise, any rights that it the Junior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that the Junior Noteholders (and any such party servicer acting on their behalf or, if applicable, the Operating Advisor) shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights Lead Securitization Noteholder or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder Noteholders in connection with such Note B Holder’s the exercise of rights or any omission by such Note B Holder the Junior Noteholders to exercise such rights; provided, however, that the Note B Holder Junior Noteholders (and any servicer acting on their behalf or, if applicable, the Operating Advisor) shall not be protected against any liability to a Senior the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligencenegligence on the part of the Junior Noteholders (and any servicer acting on their behalf or, if applicable, the Operating Advisor).

Limitation on Liability of the Noteholders. No Noteholder The Senior Noteholders (including any Servicer on a Noteholder’s behalfServicer, except as otherwise provided in the Servicing Agreement) shall have any no liability to any other Noteholder the Note A-B Holder with respect to Note A-B except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such a Senior Noteholder. The Note A-B Holder shall have no liability to the Senior Noteholders with respect to any Senior Note except with respect to losses actually suffered by such Senior Noteholder due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Note A-B Holder. The Note A-B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Senior Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Senior Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note A-B Holder and that the Lead Senior Noteholder (including any such party Servicer) shall have no liability whatsoever to the Note A-B Holder in connection with its the Senior Noteholders’ exercise of rights or its any omission by the Lead Senior Noteholder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard, this Agreement and the related NonServicing Agreement and the Senior Noteholders shall not be protected against any liability to the Note A-Lead Securitization Servicing AgreementB Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each of the Senior Noteholder Noteholders acknowledges that, subject to the terms and conditions hereof, the Note A-B Holder may exercise, or omit to exercise, any rights that such the Note A-B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder Noteholders and that the Note A-B Holder shall have no liability whatsoever to such the Senior Noteholder Noteholders in connection with such the Note A-B Holder’s exercise of rights or any omission by such the Note A-B Holder to exercise such rights; provided, however, that the Note A-B Holder shall not be protected against any liability to a the Senior Noteholder Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Each Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder a Junior Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder Each Junior Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder hereof and the obligation of the Note A-2 Holder (other than the Lead Securitization Noteholder) and including any Non-Lead Servicer Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to the Note A-2 Holder as a “servicer” thereunder), the Note A-2 Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such A-2 Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Junior Noteholder and that the Note B A-2 Holder (including any Non-Lead Servicer) shall have no liability whatsoever to such Senior Junior Noteholder in connection with such the Note B A-2 Holder’s exercise of rights or any omission by the Note A-2 Holder to exercise such Note B Holder rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the other Noteholders and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with the such Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Each Subordinate Fixed Rate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder such Subordinate Fixed Rate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder such Subordinate Fixed Rate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; providedhowever, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior Subordinate Fixed Rate Noteholder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Subordinate Fixed Rate Noteholder and that the Note B Holder any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Senior Subordinate Fixed Rate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges Junior Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholders in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard Standard. Each Junior Noteholder acknowledges that each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder may have under this Agreement and otherwise comply the Servicing Agreement in a manner that may be adverse to the interests of such Junior Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Junior Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above. The Controlling Note Holder shall have no liability to the terms other Note Holders or any other party for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note B Holders agree that the Controlling Note Holder may take or refrain from taking actions, or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders, and that the Controlling Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and, absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder, agree to take no action against the Controlling Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests, and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note Holder. Each Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior any other Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder other Noteholders and that any such party Noteholder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights any other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with the such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder Junior Noteholder acknowledges that, subject to the terms and conditions hereof, hereof and the obligation of each Senior Noteholder (other than of the holder of a Non-Lead Securitization Noteholder) and Note (including any Non-Lead Servicer Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to the holder of a Non-Lead Securitization Note as a “servicer” thereunder), the holder of a Non-Lead Securitization Note (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it the holder of a Non-Lead Securitization Note may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the holder of a Non-Lead Securitization Note (including any such party Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholder in connection with its the holder of a Non-Lead Securitization Note’s exercise of rights or its any omission by the holder of a Non-Lead Securitization Note to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder any other Noteholder may exercise, or omit to exercise, any rights that such Holder Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the other Noteholders and that the Note B Holder such Noteholder shall have no liability whatsoever to such Senior any other Noteholder in connection with the such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Accepted Servicing Standard and otherwise comply with the terms of this AgreementPractices. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the Lead Securitization Noteholder) and obligation of any Non-Lead Servicer Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Accepted Servicing Practices (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it such Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder in connection with its any Non-Lead Securitization Noteholder’s exercise of rights or its any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder any other Noteholder may exercise, or omit to exercise, any rights that such Holder Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior each other Noteholder and that the Note B Holder such Noteholder shall have no liability whatsoever to such Senior any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be 52 adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior any other Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder each other Noteholder and that any such party Noteholder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights any other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder The Senior Noteholders (including any Servicer on a Noteholder’s behalfServicer) shall have any no liability to any other the Junior Noteholder with respect to the Junior Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such a Senior Noteholder. The Junior Noteholder shall have no liability to the Senior Noteholders with respect to any Senior Note B Holder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Junior Noteholder. The Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Senior Noteholders (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Senior Noteholders (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the Senior Noteholders (including any such party Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholder in connection with its the Senior Noteholders’ exercise of rights or its any omission by the Senior Noteholders to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard and the related Non-Lead Securitization Servicing AgreementSenior Noteholders shall not be protected against any liability to the Junior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each of the Senior Noteholder Noteholders acknowledges that, subject to the terms and conditions hereof, the Note B Holder Junior Noteholder may exercise, or omit to exercise, any rights that such Holder the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder Noteholders and that the Note B Holder Junior Noteholder shall have no liability whatsoever to such any Senior Noteholder in connection with such Note B Holderthe Junior Noteholder’s exercise of rights or any omission by such Note B Holder the Junior Noteholder to exercise such rights; provided, however, that the Note B Holder Junior Noteholder shall not be protected against any liability to a the Senior Noteholder Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No The Lead Securitization Noteholder (including any Servicer Servicer) shall have no liability to the other Noteholders with respect to their respective Notes except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on a the part of the Lead Securitization Noteholder’s behalf) . No other Noteholder shall have any liability to any other the Lead Securitization Noteholder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such other Noteholder. The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder other Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder other Noteholders in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard Standard, and the Lead Securitization Noteholder shall not be protected against any liability to the other Noteholders that would otherwise comply with the terms be imposed by reason of this Agreementwillful misfeasance, bad faith or gross negligence. The Lead Securitization Note B Holder acknowledges and the Non-Lead Securitization Note Holders acknowledge that, subject to the terms and conditions hereof, each Senior the Junior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Lead Securitization Note B Holder or the Non-Lead Securitization Note Holders and that any such party the Junior Noteholder shall have no liability whatsoever to the Lead Securitization Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder Holders in connection with such Note B Holder’s the exercise of rights or any omission by such Note B Holder the Junior Noteholder to exercise such rights; provided, however, that the Note B Holder Junior Noteholder shall not be protected against any liability to a Senior Noteholder the Lead Securitization Note Holder or the Non-Lead Securitization Note Holders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Each Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Holders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder Holders in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Each Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) Servicing Agreement and the obligation of any Non-Lead Servicer may exercise, or omit to exercise, Noteholder (including any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with Servicer) to comply with, and except as otherwise required by, the servicing Servicing Standard (as if such standard under was applicable to the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges thatas a “servicer” thereunder), subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, that the Note B Holder shall not be protected against any liability to a Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.the

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges Subordinate Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Subordinate Noteholders and that the Lead Noteholder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder Subordinate Noteholders in connection with its the Lead Noteholder’s exercise of rights or its any omission by the Lead Noteholder to exercise such rights other than as described above; provided, however, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior Noteholder acknowledges The Subordinate Noteholders acknowledge that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Servicing Standard (as if such standard was applicable to any Non-Lead Noteholder as a “servicer” thereunder), each Non-Lead Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the Subordinate Noteholders and that the Note B Holder any Non-Lead Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to the Subordinate Noteholders in connection with any Non-Lead Noteholder’s exercise of rights or any omission by a Non-Lead Noteholder to exercise such Senior rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No The Lead Securitization Noteholder (including and any Servicer acting on a Noteholder’s its behalf) shall have any no liability to any the other Noteholder Noteholders with respect to their respective Notes except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf); provided however, following the Securitization Date, to the extent the Servicing Agreement imposes any other standard on any Servicer, the Servicing Agreement shall control. No other Noteholder shall have any liability to the Lead Securitization Noteholder (or any Servicer acting on its behalf) with respect to its Note except with respect to losses actually suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such Noteholderother Noteholder (or any servicer acting on its behalf or, if applicable, its Operating Advisor). The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) to comply with, and except as otherwise required by, with the Servicing Standard, the Lead Securitization Noteholder (including or any ServicerServicer acting on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder any Noteholder and that the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) shall have no liability whatsoever to the Note B Holder any Noteholder in connection with the Lead Securitization Noteholder’s (or any Servicer’s) exercise of rights or any omission by the Lead Securitization Noteholder (or any Servicer acting on its behalf) to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard Standard, and the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not be protected against any liability to the other Noteholders that would otherwise comply with be imposed by reason of willful misfeasance, bad faith or negligence on the terms part of this Agreementthe Lead Securitization Noteholder (or any Servicer acting on its behalf). The Note B Holder acknowledges Lead Securitization Noteholder and the Non-Lead Securitization Noteholders acknowledge that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer Junior Noteholders may exercise, or omit to exercise, any rights that it the Junior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that the Junior Noteholders (and any such party servicer acting on their behalf or, if applicable, the Operating Advisor) shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights Lead Securitization Noteholder or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder Noteholders in connection with such Note B Holder’s the exercise of rights or any omission by such Note B Holder the Junior Noteholders to exercise such rights; provided, however, that each of the Note B Holder Junior Noteholders (and any servicer acting on their behalf or, if applicable, the Operating Advisor) shall not be protected against any liability to a Senior the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligencenegligence on the part of such Junior Noteholders (and any servicer acting on their behalf or, if applicable, the Operating Advisor).

Limitation on Liability of the Noteholders. No Noteholder The Senior Noteholders (including any Servicer on a Noteholder’s behalfServicer, except as otherwise provided in the Servicing Agreement) shall have any no liability to any other Noteholder the Note B Holder with respect to Note B except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of a Senior Noteholder. The Note B Holder shall have no liability to the Senior Noteholders with respect to any Senior Note except with respect to losses actually suffered by 44 such NoteholderSenior Noteholder due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Note B Holder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Senior Noteholders (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Senior Noteholders (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Senior Noteholders (including any such party Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Senior Noteholders’ exercise of rights or its any omission by the Senior Noteholders to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard, this Agreement and the related Non-Lead Securitization Servicing AgreementAgreement and the Senior Noteholders shall not be protected against any liability to the Note B Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each of the Senior Noteholder Noteholders acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder Noteholders and that the Note B Holder shall have no liability whatsoever to such the Senior Noteholder Noteholders in connection with such the Note B Holder’s exercise of rights or any omission by such the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a the Senior Noteholder Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Senior Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Senior Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the Senior Noteholder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholder in connection with its the Senior Noteholder’s exercise of rights or its any omission by the Senior Noteholder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each The Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder Junior Noteholder may exercise, or omit to exercise, any rights that such Holder the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder and that the Note B Holder Junior Noteholder shall have no liability whatsoever to such the Senior Noteholder in connection with such Note B Holderthe Junior Noteholder’s exercise of rights or any omission by such Note B Holder the Junior Noteholder to exercise such rightsrights other than as described above; provided, however, that the Note B Holder shall not be protected against any liability to a Senior Junior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligencemust act in accordance with the Servicing Standard.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the Lead Securitization Noteholder) and obligation of any Non-Lead Servicer Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to the Non-Lead Noteholder as a “servicer” thereunder), the Non-Lead Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it the Non-Lead Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Non-Lead Noteholder (including any such party Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Non-Lead Noteholder’s exercise of rights or its any omission by the Non-Lead Noteholder to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder any other Noteholder may exercise, or omit to exercise, any rights that such Holder Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the other Noteholders and that the Note B Holder such Noteholder shall have no liability whatsoever to such Senior any other Noteholder in connection with the such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of Non-Lead Securitization Noteholders and the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Non-Lead Securitization Noteholders or the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Accepted Servicing Standard and otherwise comply with the terms of this AgreementPractices. The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the obligations of the Non-Lead Securitization Noteholder) and Noteholders (including any Non-Lead Servicer Servicer) to comply with, and except as otherwise required by, Accepted Servicing Practices, the Non-Lead Securitization Noteholders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it a Non-Lead Securitization Noteholder may have under this Agreement and the applicable Non-Lead Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder other Noteholders and that each Non-Lead Securitization Noteholder (including any such party Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder other Noteholders in connection with its such Non-Lead Securitization Noteholders’ exercise of rights or its any omission by the Non-Lead Securitization Noteholders to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with Accepted Servicing Practices. The Lead Securitization Noteholder and the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that the Note B Holder shall have no liability whatsoever to such Senior the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders in connection with such the Note B Holder’s exercise of rights or any omission by such the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a Senior the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Note Holder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Note Holder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of Non-Lead Securitization Note Holders and the Note B Holder and that the Lead Securitization Note Holder (including any such party Servicer) shall have no liability whatsoever to the Non-Lead Securitization Note Holders or the Note B Holder in connection with its the Lead Securitization Note Holder’s exercise of rights or its any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that the Servicer must act in accordance with the Servicing Standard. The Noteholders acknowledge that, subject to the terms and conditions hereof and the obligations of the Non-Lead Securitization Note Holders (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Non-Lead Securitization Note Holders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that a Non-Lead Securitization Note Holder may have under this Agreement and the applicable Non-Lead Servicing Agreement in a manner that may be adverse to the interests of the other Noteholders and that a Non-Lead Securitization Note Holders (including any Non-Lead Servicer) shall have no liability whatsoever to the other Noteholders in connection with such Non-Lead Securitization Note Holders’ exercise of rights or any omission by the Non-Lead Securitization Note Holders to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under Servicing Standard. The Lead Securitization Note Holder and the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges Note Holders acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the Lead Securitization Note Holder or the Non-Lead Securitization Note Holders and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder the Lead Securitization Note Holder and the Non-Lead Securitization Note Holders in connection with such the Note B Holder’s exercise of rights or any omission by such the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a Senior Noteholder the Lead Securitization Note Holder and the Non-Lead Securitization Note Holders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Note A-1 Holder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Note A-1 Holder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B A-1 Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Note A-1 Holder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Note A-1 Holder’s exercise of rights or its any omission by the Note A-1 Holder to exercise such rights other than as described above; provided, however, that the Servicer must act in accordance with the Servicing Standard. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of each Non-Controlling Note Holder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the servicing standard, each Non-Controlling Note Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that each Non-Controlling Note Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that such Non-Controlling Note Holder (including any Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder in connection with such Non-Controlling Note Holder’s exercise of rights or any omission by such Non-Controlling Note Holder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each The Senior Noteholder acknowledges Note Holders acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder Note Holders and that the Note B Holder shall have no liability whatsoever to such the Senior Noteholder Note Holders in connection with such the Note B Holder’s exercise of rights or any omission by such the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a the Senior Noteholder Note Holders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Each Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior any other Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder each other Noteholder and that any such party Noteholder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights any other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard Standard, and (b) the Lead Securitization Holder shall not be protected against any liability to the Note B Holder and the Note A-2 Holder that would otherwise comply with the terms be imposed by reason of this Agreementwillful misfeasance, bad faith or gross negligence. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder hereof and the obligation of the Note A-2 Holder (other than the Lead Securitization Noteholder) and including any Non-Lead Servicer Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to the Note A-2 Holder as a “servicer” thereunder), the Note A-2 Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it the Note A-2 Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Note A-2 Holder (including any such party Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Note A-2 Holder’s exercise of rights or its any omission by the Note A-2 Holder to exercise such rights other than as described above; provided, however, that a (a) the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement, and (b) the Note A-2 Holder shall not be protected against any liability to the Note B Holder and the Note A-1 Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence. Each Senior Noteholder acknowledges The Note A-1 Holder and the Note A-2 Holder acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the Note A-1 Holder or the Note A-2 Holder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder the Note A-1 Holder and the Note A-2 Holder in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a Senior Noteholder the Note A-1 Holder and the Note A-2 Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No The Senior Noteholder (including any Servicer on a Noteholder’s behalfServicer) shall have any no liability to any other the Junior Noteholder with respect to the Junior Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such the Senior Noteholder. The Junior Noteholder shall have no liability to the Senior Noteholder with respect to the Senior Note B Holder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Junior Noteholder. The Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Senior Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Senior Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the Senior Noteholder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholder in connection with its the Senior Noteholder’s exercise of rights or its any omission by the Senior Noteholder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard and the related Non-Lead Securitization Servicing Senior Noteholder shall not be protected against any liability to the Junior Noteholder that would otherwise be imposed by reason of gross negligence, willful misconduct or breach of this Agreement. Each The Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder Junior Noteholder may exercise, or omit to exercise, any rights that such Holder the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder and that the Note B Holder Junior Noteholder shall have no liability whatsoever to such the Senior Noteholder in connection with such Note B Holderthe Junior Noteholder’s exercise of rights or any omission by such Note B Holder the Junior Noteholder to exercise such rights; provided, however, that the Note B Holder Junior Noteholder shall not be protected against any liability to a the Senior Noteholder that would otherwise be imposed by reason of gross negligence, willful misfeasance, bad faith misconduct or negligencebreach of this Agreement.

Limitation on Liability of the Noteholders. No Each Noteholder (including any Servicer on a Noteholder’s behalfServicer, except as otherwise provided in the Servicing Agreement) shall have any no liability to any other Noteholder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such NoteholderNoteholder (or Servicer). The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Senior Noteholders (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Senior Noteholders (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note A-B Holder or the Note B Holder and that the Senior Noteholders (including any such party Servicer) shall have no liability whatsoever to either the Note A-B Holder or the Note B Holder in connection with its the Senior Noteholders’ exercise of rights or its any omission by the Senior Noteholders to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each of the Senior Noteholder Noteholders acknowledges that, subject to the terms and conditions hereof, the Note B Holder any other Noteholder may exercise, or omit to exercise, any rights that such Holder Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder Noteholders and that the Note B Holder such Noteholder shall have no liability whatsoever to such the Senior Noteholder Noteholders in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder no Noteholder shall not be protected against any liability to a the Senior Noteholder Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of Non-Lead Securitization Noteholders and the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Non-Lead Securitization Noteholders or the Note B Holder (to the extent Note B is no longer included in the Lead Securitization Trust) in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Accepted Servicing Standard and otherwise comply with the terms of this AgreementPractices. The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the obligations of the Non-Lead Securitization Noteholder) and Noteholders (including any Non-Lead Servicer Servicer) to comply with, and except as otherwise required by, Accepted Servicing Practices, the Non-Lead Securitization Noteholders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it a Non-Lead Securitization Noteholder may have under this Agreement and the applicable Non-Lead Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder other Noteholders and that each Non-Lead Securitization Noteholder (including any such party Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder other Noteholders in connection with its such Non-Lead Securitization Noteholders’ exercise of rights or its any omission by the Non-Lead Securitization Noteholders to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with Accepted Servicing Practices. To the servicing standard under extent Note B is no longer included in the related Lead Securitization Trust, the Lead Securitization Noteholder and the Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that the Note B Holder shall have no liability whatsoever to such Senior the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders in connection with such the Note B Holder’s exercise of rights or any omission by such the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a Senior the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder The Senior Noteholders (including any Servicer on a Noteholder’s behalfServicer, except as otherwise provided in the Servicing Agreement) shall have any no liability to any other Noteholder the Note A-B Holder with respect to Note A-B except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such a Senior Noteholder. The Note A-B Holder shall have no liability to the Senior Noteholders with respect to any Senior Note except with respect to losses actually suffered by such Senior Noteholder due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Note A-B Holder. The Note A-B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Senior Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Senior Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note A-B Holder and that the Lead Senior Noteholder (including any such party Servicer) shall have no liability whatsoever to the Note A-B Holder in connection with its the Senior Noteholders’ exercise of rights or its any omission by the Senior Noteholders to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard, this Agreement and the related NonServicing Agreement and the Lead Senior Noteholder shall not be protected against any liability to the Note A-Lead Securitization Servicing AgreementB Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each of the Senior Noteholder Noteholders acknowledges that, subject to the terms and conditions hereof, the Note A-B Holder may exercise, or omit to exercise, any rights that such the Note A-B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder Noteholders and that the Note A-B Holder shall have no liability whatsoever to such the Senior Noteholder Noteholders in connection with such the Note A-B Holder’s exercise of rights or any omission by such the Note A-B Holder to exercise such rights; provided, however, that the Note A-B Holder shall not be protected against any liability to a the Senior Noteholder Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Each Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Note A-1 Holder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Note A-1 Holder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B A-1 Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Note A-1 Holder (including any such party Servicer) shall have no liability whatsoever to the any Note B Holder in connection with its the Note A-1 Holder’s exercise of rights or its any omission by the Note A-1 Holder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior Noteholder Note B Holder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of the Note A-2 Holder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the servicing standard, the Note B A-2 Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such the Note A-2 Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Note A-2 Holder (including any Non-Lead Servicer) shall have no liability whatsoever to any Note B Holder in connection with the Note A-2 Holder’s exercise of rights or any omission by the Note A-2 Holder to exercise such Senior Noteholder rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Servicing Agreement. The Note A-1 Holder and the Note A-2 Holder acknowledge that, subject to the terms and conditions hereof, each Note B Holder may exercise, or omit to exercise, any rights that such Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note A-1 Holder or the Note A-2 Holder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder the Note A-1 Holder and the Note A-2 Holder in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a Senior Noteholder the Note A-1 Holder and the Note A-2 Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No The Senior Noteholder (including any Servicer on a Noteholder’s behalfServicer) shall have any no liability to any other the Junior Noteholder with respect to the Junior Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such the Senior Noteholder. The Junior Noteholder shall have no liability to the Senior Noteholder with respect to the Senior Note B Holder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Junior Noteholder. The Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Senior Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Senior Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the Senior Noteholder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholder in connection with its the Senior Noteholder’s exercise of rights or its any omission by the Senior Noteholder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each The Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder Junior Noteholder may exercise, or omit to exercise, any rights that such Holder the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder and that the Note B Holder Junior Noteholder shall have no liability whatsoever to such the Senior Noteholder in connection with such Note B Holderthe Junior Noteholder’s exercise of rights or any omission by such Note B Holder the Junior Noteholder to exercise such rights; provided, however, that the Note B Holder Junior Noteholder shall not be protected against any liability to a the Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Note A Holder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Note A Holder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B A Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Note A Holder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Note A Holder’s exercise of rights or its any omission by the Note A Holder to exercise such rights other than as described above; provided, however, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder any other Noteholder may exercise, or omit to exercise, any rights that such Holder Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior each other Noteholder and that the Note B Holder such Noteholder shall have no liability whatsoever to such Senior any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Senior Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any the other Senior Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Non-Lead Securitization Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Non-Lead Securitization Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder Non-Lead Securitization Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder acknowledges Senior Noteholders acknowledge that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the Lead Securitization Noteholder) and any obligations of the Non-Lead Servicer Securitization Noteholder (including the Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Non-Lead Securitization Noteholder (including the Non-Lead Servicer) may exercise, or omit to exercise, any rights that it a Non-Lead Securitization Noteholder may have under this Agreement and the applicable Non-Lead Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Lead Securitization Noteholder and that any such party the Non-Lead Securitization Noteholder (including the Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder Lead Securitization Noteholder in connection with its such Non-Lead Securitization Noteholder’s exercise of rights or its any omission by the Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, that the Note B Holder shall not be protected against any liability to a Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligenceStandard.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder hereof and the obligation of the Note A-2 Holder (other than the Lead Securitization Noteholder) and including any Non-Lead Servicer Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to the Note A-2 Holder as a “servicer” thereunder), the Note A-2 Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it the Note A-2 Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Note A-2 Holder (including any such party Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Note A-2 Holder’s exercise of rights or its any omission by the Note A-2 Holder to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges The Note A-1 Holder and the Note A-2 Holder acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the Note A-1 Holder or the Note A-2 Holder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder the Note A-1 Holder and the Note A-2 Holder in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a Senior Noteholder the Note A-1 Holder and the Note A-2 Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder The Senior Noteholders (including any Servicer on a Noteholder’s its behalf) shall have any no liability to any other Noteholder the Note B Holder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Senior Noteholder. The Note B Holder shall have no liability to the Senior Noteholders with respect to the Senior Notes except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Note B Holder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under Servicing Standard, and (b) the related Non-Lead Securitization Servicing AgreementNoteholder shall not be protected against any liability to the Note B Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence. Each The Senior Noteholder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder Noteholders and that the Note B Holder shall have no liability whatsoever to such the Senior Noteholder Noteholders in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a the Senior Noteholder Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Accepted Servicing Standard and otherwise comply with the terms of this AgreementPractices. The Note B Holder Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the Lead Securitization Noteholder) and obligation of any Non-Lead Servicer Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Accepted Servicing Practices (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it such Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Subordinate Noteholder and that any such party Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder Subordinate Noteholder in connection with its any Non-Lead Securitization Noteholder’s exercise of rights or its any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder any other Noteholder may exercise, or omit to exercise, any rights that such Holder Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior each other Noteholder and that the Note B Holder such Noteholder shall have no liability whatsoever to such Senior any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges Junior Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholders in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard. Each Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder may have under this Agreement and otherwise comply the Servicing Agreement in a manner that may be adverse to the interests of such Junior Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Junior Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the terms of this servicing standard under the Non-Lead Securitization Servicing Agreement. The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior any other Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder other Noteholders and that any such party Noteholder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights any other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with the such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No The Senior Noteholder (including any Servicer on a Noteholder’s behalfServicer) shall have any no liability to any other the Junior Noteholder with respect to the Junior Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such the Senior Noteholder. The Junior Noteholder shall have no liability to the Senior Noteholder with respect to the Senior Note B Holder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Junior Noteholder. The Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Senior Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Senior Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the Senior Noteholder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholder in connection with its the Senior Noteholder’s exercise of rights or its any omission by the Senior Noteholder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard and the related Non-Lead Securitization applicable provisions of this Agreement and the Servicing Agreement. Each The Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder Junior Noteholder may exercise, or omit to exercise, any rights that such Holder the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder and that the Note B Holder Junior Noteholder shall have no liability whatsoever to such the Senior Noteholder in connection with such Note B Holderthe Junior Noteholder’s exercise of rights or any omission by such Note B Holder the Junior Noteholder to exercise such rights; provided, however, that the Note B Holder Junior Noteholder shall not be protected against any liability to a the Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Note A Holder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Note A Holder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B A Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Note A Holder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Note A Holder’s exercise of rights or its any omission by the Note A Holder to exercise such rights other than as described above; provided, however, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder any other Noteholder may exercise, or omit to exercise, any rights that such Holder Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the other Noteholders and that the Note B Holder such Noteholder shall have no liability whatsoever to such Senior any other Noteholder in connection with the such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder The Note A Holder (including any Servicer on a Noteholderthe Note A Holder’s behalf) shall have any no liability to any other Noteholder the Note B Holder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such NoteholderNote A Holder. The Note B Holder (including any Servicer on the Note B Holder’s behalf) shall have no liability to the Note A Holder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note B Holder. The Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior any other Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder other Noteholders and that any such party Noteholder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights any other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with the such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No The Senior Noteholder (including any Servicer on a Noteholder’s behalfServicer) shall have any no liability to any other the Junior Noteholder with respect to the Junior Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such the Senior Noteholder. The Junior Noteholder shall have no liability to the Senior Noteholder with respect to the Senior Note B Holder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Junior Noteholder. The Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Senior Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Senior Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the Senior Noteholder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholder in connection with its the Senior Noteholder’s exercise of rights or its any omission by the Senior Noteholder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard and the related Non-Lead Securitization Servicing AgreementSenior Noteholder shall not be protected against any liability to the Junior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence. Each The Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder Junior Noteholder may exercise, or omit to exercise, any rights that such Holder the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder and that the Note B Holder Junior Noteholder shall have no liability whatsoever to such the Senior Noteholder in connection with such Note B Holderthe Junior Noteholder’s exercise of rights or any omission by such Note B Holder the Junior Noteholder to exercise such rights; provided, however, that the Note B Holder Junior Noteholder shall not be protected against any liability to a the Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No Each Noteholder (including any Servicer on a Noteholder’s behalfServicer, except as otherwise provided in the Servicing Agreement) shall have any no liability to any the other Noteholder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such NoteholderNoteholder (or Servicer). The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Note A Holder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Note A Holder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B A Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Note A Holder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Note A Holder’s exercise of rights or its any omission by the Note A Holder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard, this Agreement and the related Non-Lead Securitization Servicing AgreementAgreement and the Note A Holder shall not be protected against any liability to the Note B Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each Senior Noteholder The Note A Holder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the Note A Holder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder the Note A Holder in connection with such the Note B Holder’s exercise of rights or any omission by such the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a Senior Noteholder the Note A Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder Junior Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the Lead Securitization Noteholder) and obligation of any Non-Lead Servicer Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it such Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that any such party Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholder in connection with its any Non-Lead Securitization Noteholder’s exercise of rights or its any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder any other Noteholder may exercise, or omit to exercise, any rights that such Holder Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the other Noteholders and that the Note B Holder such Noteholder shall have no liability whatsoever to such Senior any other Noteholder in connection with the such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. In no event shall any provision of this Section 9 be construed to limit any provision set forth in Section 11.

Limitation on Liability of the Noteholders. No Noteholder The Senior Noteholders (including any Servicer on a Noteholder’s behalfServicer, except as otherwise provided in the Servicing Agreement) shall have any no liability to any other Noteholder the Note B Holder with respect to Note B except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of a Senior Noteholder. The Note B Holder shall have no liability to the Senior Noteholders with respect to any Senior Note except with respect to losses actually suffered by such NoteholderSenior Noteholder due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Note B Holder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Senior Noteholders (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Senior Noteholders (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Senior Noteholders (including any such party Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Senior Noteholders’ exercise of rights or its any omission by the Senior Noteholders to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard, this Agreement and the related Non-Lead Securitization Servicing AgreementAgreement and the Senior Noteholders shall not be protected against any liability to the Note B Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each of the Senior Noteholder Noteholders acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such the Senior Noteholder Noteholders and that the Note B Holder shall have no liability whatsoever to such the Senior Noteholder Noteholders in connection with such the Note B Holder’s exercise of rights or any omission by such the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a the Senior Noteholder Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing StandardPractices, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of Non-Lead Securitization Noteholders and the Note B A-2 Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Non-Lead Securitization Noteholders or the Note B A-2 Holder (to the extent Note A-2 is no longer included in the Lead Securitization Trust) in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Accepted Servicing Standard and otherwise comply with the terms of this AgreementPractices. The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, each Senior Noteholder (other than hereof and the obligations of the Non-Lead Securitization Noteholder) and Noteholders (including any Non-Lead Servicer Servicer) to comply with, and except as otherwise required by, Accepted Servicing Practices, the Non-Lead Securitization Noteholders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it a Non-Lead Securitization Noteholder may have under this Agreement and the applicable Non-Lead Servicing Agreement in a manner that may be adverse to the interests of the other Noteholders and that each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to the other Noteholders in connection with such Non-Lead Securitization Noteholders’ exercise of rights or any omission by the Non-Lead Securitization Noteholders to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with Accepted Servicing Practices. To the extent Note A-2 is no longer included in the Lead Securitization Trust, the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders acknowledge that, subject to the terms and conditions hereof, the Note A-2 Holder may exercise, or omit to exercise, any rights that the Note A-2 Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that any such party the Note A-2 Holder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with Securitization Noteholder and the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder Noteholders in connection with such the Note B A-2 Holder’s exercise of rights or any omission by such the Note B A-2 Holder to exercise such rights; provided, however, that the Note B A-2 Holder shall not be protected against any liability to a Senior the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges Junior Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholders in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; providedhowever, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior Junior Noteholder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Junior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior any Non-Lead Securitization Noteholder in connection with such Note B Holder’s exercise of rights or (including any omission by such Note B Holder to exercise such rights; provided, that the Note B Holder shall not be protected against any liability to a Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.Non-Lead

Limitation on Liability of the Noteholders. No Each Noteholder (including any Servicer on a Noteholder’s behalfServicer, except as otherwise provided in the Servicing Agreement ) shall have any no liability to any other Noteholder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such NoteholderNoteholder (or Servicer). The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Note A Holder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Note A Holder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B A Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B B-1 Holder or the Note B-2 Holder and that the Note A Holder (including any such party Servicer) shall have no liability whatsoever to either the Note B B-1 Holder or the Note B-2 Holder in connection with its the Note A Holder’s exercise of rights or its any omission by the Note A Holder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard and the related Non-Lead Securitization Servicing AgreementNote A Holder shall not be protected against any liability to the other Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each Senior Noteholder The Note A Holder acknowledges that, subject to the terms and conditions hereof, the Note B Holder any other Noteholder may exercise, or omit to exercise, any rights that such Holder Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the Note A Holder and that the Note B Holder such Noteholder shall have no liability whatsoever to such Senior Noteholder the Note A Holder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by the such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder no Noteholder shall not be protected against any liability to a Senior Noteholder the Note A Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No The Lead Securitization Noteholder (including and any Servicer acting on a Noteholder’s its behalf) shall have any no liability to any the other Noteholder Noteholders with respect to their respective Notes except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf); provided however, following the Securitization Date, to the extent the Servicing Agreement imposes any other standard on any Servicer, the Servicing Agreement shall control. No other Noteholder shall have any liability to the Lead Securitization Noteholder (or any Servicer acting on its behalf) with respect to its Note except with respect to losses actually suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such Noteholderother Noteholder (or any servicer acting on its behalf or, if applicable, its Operating Advisor). The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) to comply with, and except as otherwise required by, with the Servicing Standard, the Lead Securitization Noteholder (including or any ServicerServicer acting on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder any Noteholder and that the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) shall have no liability whatsoever to the Note B Holder any Noteholder in connection with the Lead Securitization Noteholder’s (or any Servicer’s) exercise of rights or any omission by the Lead Securitization Noteholder (or any Servicer acting on its behalf) to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard Standard, and the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not be protected against any liability to the other Noteholders that would otherwise comply with be imposed by reason of willful misfeasance, bad faith or negligence on the terms part of this Agreementthe Lead Securitization Noteholder (or any Servicer acting on its behalf). The Note B Holder acknowledges Lead Securitization Noteholder and the Non-Lead Securitization Noteholders acknowledge that, subject to the terms and conditions hereof, each Senior the Junior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that the Junior Noteholder (and any such party servicer acting on its behalf or, if applicable, its Operating Advisor) shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights Lead Securitization Noteholder or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder Noteholders in connection with such Note B Holder’s the exercise of rights or any omission by such Note B Holder the Junior Noteholder to exercise such rights; provided, however, that the Note B Holder Junior Noteholder (and any servicer acting on its behalf or, if applicable, its Operating Advisor) shall not be protected against any liability to a Senior the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligencenegligence on the part of the Junior Noteholder (and any servicer acting on its behalf or, if applicable, its Operating Advisor).

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior any other Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder each other Noteholder and that any such party Noteholder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights any other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Note Holder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Note Holder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Note Holder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Lead Securitization Note Holder’s exercise of rights or its any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under Servicing Standard. The Note B Holder acknowledges that, subject to the related terms and conditions hereof and the obligations of the Non-Lead Securitization Note Holders (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing AgreementStandard, the Non-Lead Securitization Note Holders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that the Non-Lead Securitization Note Holders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Non-Lead Securitization Note Holders (including any Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Non-Lead Securitization Note Holders’ exercise of rights or any omission by the Non-Lead Securitization Note Holders to exercise such rights other than as described above; provided, however, that the Servicer must act in accordance with the Servicing Standard. Each Senior Noteholder acknowledges The Lead Securitization Note Holder and the Non-Lead Securitization Note Holders acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the Lead Securitization Note Holder or the Non-Lead Securitization Note Holders and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder the Lead Securitization Note Holder and the Non- Lead Securitization Note Holders in connection with such the Note B Holder’s exercise of rights or any omission by such the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a Senior Noteholder the Lead Securitization Note Holder and the Non-Lead Securitization Note Holders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Senior Noteholder (including any Servicer on a Noteholder’s behalfServicer) shall have any no liability to any other Junior Noteholder with respect to the Junior Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Senior Noteholder. The Junior Noteholder shall have no liability to Senior Noteholder with respect to the Senior Note B Holder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of Junior Noteholder. Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Senior Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Senior Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that Senior Noteholder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder Junior Noteholder in connection with its Senior Noteholder’s exercise of rights or its any omission by Senior Noteholder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard and Senior Noteholder shall not be protected against any liability to Junior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder Junior Noteholder may exercise, or omit to exercise, any rights that such Holder Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder Junior Noteholder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B HolderJunior Noteholder’s exercise of rights or any omission by such Note B Holder Junior Noteholder to exercise such rights; provided, however, that the Note B Holder Junior Noteholder shall not be protected against any liability to a Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Junior Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B B-1 Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the such Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this AgreementStandard. The Note B Holder Each Noteholder acknowledges that, subject to the terms and conditions hereof, each Senior any other Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder other Noteholders and that any such party Noteholder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights any other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with the such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Each Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Note A Holder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Note A Holder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such A Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder Note B Holder and that the Note B A Holder (including any Servicer) shall have no liability whatsoever to such Senior Noteholder any Note B Holder in connection with such the Note B A Holder’s exercise of rights or any omission by the Note A Holder to exercise such Note B Holder rights other than as described above; provided, however, that such Servicer must act in accordance with the Servicing Standard. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder hereof and the obligation of the Note A-2 Holder (other than the Lead Securitization Noteholder) and including any Non-Lead Servicer Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to the Note A-2 Holder as a “servicer” thereunder), the Note A-2 Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that it the Note A-2 Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Note A-2 Holder (including any such party Non-Lead Servicer) shall have no liability whatsoever to the Note B Holder in connection with its the Note A-2 Holder’s exercise of rights or its any omission by the Note A-2 Holder to exercise such rights other than as described above; provided, however, that a the Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges The Note A-1 Holder and the Note A-2 Holder acknowledge that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the Note A-1 Holder or the Note A-2 Holder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder the Note A-1 Holder and the Note A-2 Holder in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a Senior Noteholder the Note A-1 Holder and the Note A-2 Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder Subordinate Noteholder and that the Lead Noteholder (including any such party Servicer) shall have no liability whatsoever to the Note B Holder Subordinate Noteholder in connection with its the Lead Noteholder’s exercise of rights or its any omission by the Lead Noteholder to exercise such rights other than as described above; provided, however, that a Non-Lead such Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior The Subordinate Noteholder acknowledges that, subject to the terms and conditions hereofhereof and the obligation of any Non-Lead Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Note B Holder Servicing Standard (as if such standard was applicable to any Non-Lead Noteholder as a “servicer” thereunder), each Non-Lead Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Holder Non-Lead Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior the Subordinate Noteholder and that the Note B Holder any Non-Lead Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to the Subordinate Noteholder in connection with any Non-Lead Noteholder’s exercise of rights or any omission by a Non-Lead Noteholder to exercise such Senior rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder such Noteholder shall not be protected against any liability to a Senior any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Non‑Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Non‑Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Non‑Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, that the Note B Holder shall not be protected against any liability to a Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder Note A Holder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder Note A Holder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B A Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement. The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Note A Holder (including any such party Servicer) shall have no liability whatsoever to the any Note B Holder in connection with its the Note A Holder’s exercise of rights or its any omission by the Note A Holder to exercise such rights other than as described above; provided, however, that a Non-Lead the Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing AgreementStandard. Each Senior Noteholder The Note A Holder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder the Note A Holder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder the Note A Holder in connection with such the Note B Holder’s exercise of rights or any omission by such the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against any liability to a Senior Noteholder the Note A Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.

Limitation on Liability of the Noteholders. No Each Noteholder (including any Servicer on a Noteholder’s behalfServicer, except as otherwise provided in the Servicing Agreement) shall have any no liability to any other Noteholder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such NoteholderNoteholder (or Servicer). The Note B Holder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Senior Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Senior Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Senior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder any Subordinate Noteholder and that the Lead Securitization Senior Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder any Subordinate Noteholder in connection with the Lead Securitization Noteholder’s Senior Noteholders’ exercise of rights or any omission by the Lead Securitization Noteholder Senior Noteholders’ to exercise such rights other than as described above; provided, however, that the Servicer must in all events act in accordance with the Servicing Standard Standard, this Agreement and the Servicing Agreement and the Senior Noteholders shall not be protected against any liability to the other Noteholders that would otherwise comply with be imposed by reason of willful misfeasance, bad faith or negligence. Each of the terms of this Agreement. The Note B Holder Noteholders acknowledges that, subject to the terms and conditions hereof, each Senior any other Noteholder (other than the Lead Securitization Noteholder) and any Non-Lead Servicer may exercise, or omit to exercise, any rights that it such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder other Noteholders and that any such party Noteholder shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing Agreement. Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder Noteholders in connection with such Note B HolderNoteholder’s exercise of rights or any omission by such Note B Holder Noteholder to exercise such rights; provided, however, that the Note B Holder no Noteholder shall not be protected against any liability to a Senior Noteholder the other Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.