Common use of Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders Clause in Contracts

Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class Representative shall not be liable to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in accordance with or as permitted by this Agreement. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative, the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders may each have special relationships and interests that conflict with those of Holders of one or more other Classes of Certificates; (ii) the Controlling Class Representative and/or the Holders of the Control Eligible Certificates may act solely in the interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may act solely in its own interests; (iii) the Controlling Class Representative, the Holders of the Control Eligible Certificates and the Loan-Specific Directing Holders do not have any duties to the Holders of any other Class of Certificates; (iv) the Controlling Class Representative and/or the Holders of the Control Eligible Certificates may take actions that favor interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may take actions that favor its interests, over the interests of the Holders of one or more other Classes of Certificates; (v) none of the Controlling Class Representative, the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders shall have any liability whatsoever to the Trust, the other parties to this Agreement, the Certificateholders or any other Person (including any Mortgagor) for having acted or refrained from acting in accordance with or as permitted under the terms of this Agreement; and (vi) the Holders of the Certificates may not take any action whatsoever against the Controlling Class Representative, the Controlling Class, any Holder of a Control Eligible Certificate, any Loan-Specific Directing Holder or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative, the Controlling Class, the Holders of the Control Eligible Certificates and/or any Loan-Specific Directing Holder as applicable, for having acted or refrained from acting in accordance with the terms of and as permitted under this Agreement.

Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class Representative shall not be liable will have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, having acted in accordance with or as permitted by this Agreement. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative, the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders may each have special relationships and interests that conflict with those of Holders of one or more other Classes of Certificates; (ii) the Controlling Class Representative and/or the Holders of the Control Eligible Certificates may act solely in the interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may act solely in its own interests; (iii) the Controlling Class Representative, the Holders of the Control Eligible Certificates and the Loan-Specific Directing Holders do not have any duties to the Holders of any other Class of Certificates; (iv) the Controlling Class Representative and/or the Holders of the Control Eligible Certificates may take actions that favor interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may take actions that favor its interests, over the interests of the Holders of one or more other Classes of Certificates; (v) none of the Controlling Class Representative, the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders shall have any liability whatsoever to the Trust, the other parties to this Agreement, the Certificateholders or any other Person (including any Mortgagor) for having acted or refrained from acting in accordance with or as permitted under the terms of this Agreement; and (vi) the Holders of the Certificates may not take any action whatsoever against the Controlling Class Representative, the Controlling Class, any Holder of a Control Eligible Certificate, any Loan-Specific Directing Holder or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative, the Controlling Class, the Holders of the Control Eligible Certificates and/or any Loan-Specific Directing Holder as applicable, for having acted or refrained from acting in accordance with the terms of and as permitted under this Agreement.

Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class Representative shall not be liable have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, having acted in accordance with or as permitted by this Agreement. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative, the Holders Representative and/or any Holder of the Control Eligible Certificates and/or the Loan-Specific Directing Holders a Controlling Class Certificate may each have special relationships and interests that conflict with those of Holders of one or more other Classes of CertificatesCertificates including owning Companion Loan Securities; (ii) the Controlling Class Representative and/or the Holders of the Control Eligible Certificates any Controlling Class Certificateholder may act solely in the interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may act solely in its own interestsControlling Class; (iii) the Controlling Class Representative, Representative and the Holders of the Control Eligible Certificates and the Loan-Specific Directing Holders Controlling Class do not have any duties to the Trust or to the Holders of any other Class of Certificates; (iv) the Controlling Class Representative and/or the Holders any Holder of the Control Eligible Certificates Controlling Class may take actions that favor interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may take actions that favor its interests, Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) none neither the Controlling Class Representative nor the Holders of the Controlling Class Representative, the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders shall have any liability whatsoever to the Trust, the other parties to this Agreement, the Certificateholders or any other Person (including any Mortgagorparty to the Loan Documents) for having acted or refrained from acting in accordance with or as permitted under the terms of this Agreement; and (vi) the Holders of the Certificates may not take any action whatsoever against the Controlling Class Representative, Representative or any Holder the Controlling Class, any Holder of a Control Eligible Certificate, any Loan-Specific Directing Holder Class or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative, Representative or the Holders the Controlling Class, the Holders of the Control Eligible Certificates and/or any Loan-Specific Directing Holder as applicable, for Class having acted or refrained from acting in accordance with the terms of and as permitted under this Agreement.

Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class Representative shall not be liable to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in accordance with or as permitted by this Agreement. (j) (a) Each Certificateholder acknowledges and agreesCertificateholder, by its acceptance of its Certificates, acknowledges and agrees that: (i) the Controlling Class Representative, Representative and/or any Holder of a Certificate in the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders Controlling Class may each have special relationships and interests that conflict with those of Holders of one or more other Classes of Certificates, including owning all or any portion of any Companion Loan or related mezzanine loan, owning certificates backed by any Companion Loan or related mezzanine loan or being an Affiliate of the Special Servicer; (ii) the Controlling Class Representative and/or any Holder of Certificates in the Holders of the Control Eligible Certificates Controlling Class may act solely in the interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may act solely in its own interestsControlling Class; (iii) the Controlling Class Representative, Representative and the Holders of Certificates in the Control Eligible Certificates and the Loan-Specific Directing Holders Controlling Class do not have any duties to the Trust or to the Holders of any other Class of Certificates; (iv) the Controlling Class Representative and/or any Holder of Certificates in the Holders of the Control Eligible Certificates Controlling Class may take actions that favor interests of the Holders of Certificates in the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may take actions that favor its interests, Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) none of neither the Controlling Class Representative, Representative nor the Holders of Certificates in the Control Eligible Certificates and/or the Loan-Specific Directing Holders Controlling Class shall have any liability whatsoever to the Trust, the other parties to this Agreement, the Certificateholders or any other Person (including any MortgagorBorrower Related Party) for having acted or refrained from acting in accordance with or as permitted under the terms of this Agreement; and (vi) the Holders of the Certificates Certificateholders may not take any action whatsoever against the Controlling Class Representative, the Controlling Class, Representative or any Holder of a Control Eligible Certificate, any Loan-Specific Directing Holder Certificates in the Controlling Class or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative, the Controlling Class, Representative or the Holders of Certificates in the Control Eligible Certificates and/or any Loan-Specific Directing Holder as applicable, for Controlling Class having acted or refrained from acting in accordance with the terms of and as permitted under this Agreement. (b) The Controlling Class Representative shall have no liability to the Trust or Certificateholders for having acted in accordance with or as permitted by this Agreement, or for refraining from the taking of any action.

Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class Representative shall not be liable to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in accordance action with or as permitted by this Agreement. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative, the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders may each have special relationships and interests that conflict with those of Holders of one or more other Classes of Certificates; (ii) the Controlling Class Representative and/or the Holders of the Control Eligible Certificates may act solely in the interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may act solely in its own interests; (iii) the Controlling Class Representative, the Holders of the Control Eligible Certificates and the Loan-Specific Directing Holders do not have any duties to the Holders of any other Class of Certificates; (iv) the Controlling Class Representative and/or the Holders of the Control Eligible Certificates may take actions that favor interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may take actions that favor its interests, over the interests of the Holders of one or more other Classes of Certificates; (v) none of the Controlling Class Representative, the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders shall have any liability whatsoever to the Trust, the other parties to this Agreement, the Certificateholders or any other Person (including any Mortgagor) for having acted or having refrained from acting in accordance with or as permitted under the terms of this Agreement; and (vi) the Holders of the Certificates may not take any action whatsoever against the Controlling Class Representative, the Controlling Class, any Holder of a Control Eligible Certificate, any Loan-Specific Directing Holder or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative, the Controlling Class, the Holders of the Control Eligible Certificates and/or any Loan-Specific Directing Holder as applicable, for having acted or having refrained from acting in accordance with the terms of and as permitted under this Agreement.

Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class Representative shall not be liable to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in accordance with or as permitted by this Agreement. (a) Each Certificateholder acknowledges and agreesCertificateholder, by its acceptance of its Certificates, acknowledges and agrees that: (i) the Controlling Class Representative, Representative and/or any Holder of a Certificate in the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders Controlling Class may each have special relationships and interests that conflict with those of Holders of one or more other Classes of Certificates, including owning all or any portion of any Companion Loan or related mezzanine loan, owning certificates backed by any Companion Loan or related mezzanine loan or being an Affiliate of the Special Servicer; (ii) the Controlling Class Representative and/or any Holder of Certificates in the Holders of the Control Eligible Certificates Controlling Class may act solely in the interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may act solely in its own interestsControlling Class; (iii) the Controlling Class Representative, Representative and the Holders of Certificates in the Control Eligible Certificates and the Loan-Specific Directing Holders Controlling Class do not have any duties to the Trust or to the Holders of any other Class of Certificates; (iv) the Controlling Class Representative and/or any Holder of Certificates in the Holders of the Control Eligible Certificates Controlling Class may take actions that favor interests of the Holders of Certificates in the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may take actions that favor its interests, Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) none of neither the Controlling Class Representative, Representative nor the Holders of Certificates in the Control Eligible Certificates and/or the Loan-Specific Directing Holders Controlling Class shall have any liability whatsoever to the Trust, the other parties to this Agreement, the Certificateholders or any other Person (including any MortgagorBorrower Related Party) for having acted or refrained from acting in accordance with or as permitted under the terms of this Agreement; and (vi) the Holders of the Certificates Certificateholders may not take any action whatsoever against the Controlling Class Representative, the Controlling Class, Representative or any Holder of a Control Eligible Certificate, any Loan-Specific Directing Holder Certificates in the Controlling Class or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative, the Controlling Class, Representative or the Holders of Certificates in the Control Eligible Certificates and/or any Loan-Specific Directing Holder as applicable, for Controlling Class having acted or refrained from acting in accordance with the terms of and as permitted under this Agreement. (b) The Controlling Class Representative shall have no liability to the Trust or the Certificateholders for having acted in accordance with or as permitted by this Agreement, or for refraining from the taking of any action.

Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class Representative shall not be liable to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in accordance with or as permitted by this Agreement. (a) Each Certificateholder acknowledges and agreesCertificateholder, by its acceptance of its Certificates, acknowledges and agrees that: (i) the Controlling Class Representative, Representative and/or any Holder of a Certificate in the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders Controlling Class may each have special relationships and interests that conflict with those of Holders of one or more other Classes of Certificates, including owning all or any portion of any Companion Loan or mezzanine loan, owning certificates backed by any Companion Loan or mezzanine loan or being an Affiliate of the Special Servicer; (ii) the Controlling Class Representative and/or any Holder of Certificates in the Holders of the Control Eligible Certificates Controlling Class may act solely in the interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may act solely in its own interestsControlling Class; (iii) the Controlling Class Representative, Representative and the Holders of Certificates in the Control Eligible Certificates and the Loan-Specific Directing Holders Controlling Class do not have any duties to the Trust or to the Holders of any other Class of Certificates; (iv) the Controlling Class Representative and/or any Holder of Certificates in the Holders of the Control Eligible Certificates Controlling Class may take actions that favor interests of the Holders of Certificates in the respective Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may take actions that favor its interests, Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) none of neither the Controlling Class Representative, Representative nor the Holders of Certificates in the Control Eligible Certificates and/or the Loan-Specific Directing Holders Controlling Class shall have any liability whatsoever to the Trust, the other parties to this Agreement, the Certificateholders or any other Person (including any MortgagorBorrower Related Party) for having acted or refrained from acting in accordance with or as permitted under the terms of this Agreement; and (vi) the Holders of the Certificates Certificateholders may not take any action whatsoever against the Controlling Class Representative, the Controlling Class, Representative or any Holder of a Control Eligible Certificate, any Loan-Specific Directing Holder Certificates in the Controlling Class or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative, the Controlling Class, Representative or the Holders of Certificates in the Control Eligible Certificates and/or any Loan-Specific Directing Holder as applicable, for Controlling Class having acted or refrained from acting in accordance with the terms of and as permitted under this Agreement. (b) [Reserved]. (c) The Controlling Class Representative shall have no liability to the Trust or Certificateholders for having acted in accordance with or as permitted by this Agreement, or for refraining from the taking of any action. (d) [Reserved].