Common use of Limitation on Liability of Directing Holder; Acknowledgements of the Certificateholders Clause in Contracts

Limitation on Liability of Directing Holder; Acknowledgements of the Certificateholders. Neither the Controlling Class nor the Directing Holder shall be liable to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action for errors in judgment. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Holder (i) may have special relationships and interests that conflict with those of Holders of one or more Classes of the Certificates, (ii) may act solely in the interests of the Holders of the Controlling Class, including the Directing Holder, (iii) does not have any duties or liability to the Holders of any Class of Certificates, (iv) may take actions that favor the interests of one or more Classes of the Certificates, including the Holders of the Controlling Class, over other Classes of the Certificates, (v) shall not be liable to the Trust, any Certificateholder or any other Person by reason of its having so acted as set forth in clauses (i) through (iv) in this Section 9.2, and (vi) and no Certificateholder may take any action whatsoever against the Directing Holder, the Controlling Class or any director, officer, employee, partner, member, shareholder, agent or principal thereof for having so acted.

Limitation on Liability of Directing Holder; Acknowledgements of the Certificateholders. Neither the Controlling Class nor the Directing Holder shall be liable to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action for errors in judgment. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Holder (i) may have special relationships and interests that conflict with those of Holders of one or more Classes of the Certificates, including owning any interest in a Senior Pari Passu Companion Loan, (ii) may act solely in the interests of the Holders of the Senior Pari Passu Companion Loans or the Controlling Class, including the Directing Holder, (iii) does not have any duties or liability to the Holders of any Class of Certificates, (iv) may take actions that favor the interests of one or more Classes of the Certificates, including the Holders of the Controlling Class, over other Classes of the Certificates, (v) shall not be liable to the Trust, any Certificateholder or any other Person by reason of its having so acted as set forth in clauses (i) through (iv) in this Section 9.2, and (vi) and no Certificateholder may take any action whatsoever against the Directing Holder, the Controlling Class or any director, officer, employee, partner, member, shareholder, agent or principal thereof for having so acted.