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, 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. 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 such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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, howeverthat 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 such a Non-Lead Servicer must act in accordance with the servicing standard under the related Non-Lead Securitization Servicing StandardAgreement. Each Subordinate Senior 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 byhereof, 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) Note B Holder may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Senior Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) the Note B Holder shall have no liability whatsoever to such 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 Senior Noteholder in connection with such NoteholderNote B Holder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other a Senior 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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. 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 such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 such Servicer must act in accordance with the Accepted Servicing StandardPractices. Each Subordinate 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 Accepted Servicing Standard 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 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 Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such the Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of any each Non-Lead Securitization Controlling 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)servicing standard, each Non-Lead Securitization Controlling Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such each Non-Lead Securitization Controlling Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that any such Non-Lead Securitization Controlling Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with any such Non-Lead Securitization Controlling Noteholder’s exercise of rights or any omission by a such Non-Lead Securitization Controlling 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 The Senior Noteholders acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Note B Holder may exercise, or omit to exercise, any rights that such Noteholder the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder the Senior Noteholders and that such Noteholder the Note B Holder shall have no liability whatsoever to any other Noteholder the Senior Noteholders in connection with such Noteholderthe Note B Holder’s exercise of rights or any omission by such Noteholder the Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other Noteholder the Senior 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. 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 such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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 The Lead Securitization Noteholder (including and any Servicer acting on a Noteholder’s its 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 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). Each Subordinate 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 such Subordinate any Noteholder and that the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) shall have no liability whatsoever to such Subordinate 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 such the Servicer must act in accordance with the Servicing 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 be imposed by reason of willful misfeasance, bad faith or negligence on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf). Each Subordinate The Lead Securitization Noteholder acknowledges and the Non-Lead Securitization Noteholders acknowledge 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 byhereof, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Junior 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 the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Lead Securitization Noteholder and that any or the Non-Lead Securitization Noteholders and that the Junior Noteholder (including and any Non-Lead Servicerservicer action on its behalf or, if applicable, its Operating Advisor) shall have no liability whatsoever to such Subordinate the Lead Securitization Noteholder in connection with any or the Non-Lead Securitization Noteholder’s Noteholders in connection with the 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 Noteholder’s exercise of rights or any omission by such Junior Noteholder to exercise such rights; provided, however, that such the Junior Noteholder (and any servicer action on its behalf or, if applicable, its Operating Advisor) shall not be protected against any liability to any other the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross 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 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. Each The 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 such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 such Servicer must act in accordance with the Accepted Servicing StandardPractices. Each The Subordinate 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 Accepted Servicing Standard 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 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 Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each Subordinate Noteholder 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 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder Controlling Note Holder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder any Note B Holder in connection with any such Non-Lead Securitization NoteholderControlling Note Holder’s exercise of rights or any omission by a such Non-Lead Securitization Noteholder 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 Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges The Senior Note Holders acknowledge that, subject to the terms and conditions hereof, any other Noteholder each Note B Holder may exercise, or omit to exercise, any rights that such Noteholder Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder the Senior Note Holders and that such Noteholder the Note B Holder shall have no liability whatsoever to any other Noteholder the Senior Note Holders in connection with such NoteholderNote B Holder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other Noteholder the Senior 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, 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 the Servicing Agreement 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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such any 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-the Servicers on behalf of the 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 hereofStandard, 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 such Noteholder shall not be protected against any liability to 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, 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. Each Subordinate Noteholder 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 such Subordinate Noteholder Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such Servicer must act in accordance with the Accepted Servicing StandardPractices. Each Subordinate Noteholder Note B Holder 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 Accepted Servicing Standard 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 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 Subordinate Noteholder Note B Holder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each The 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 such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 such Servicer must act in accordance with the Servicing Standard. Each The Subordinate 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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 The Lead Securitization Noteholder (including and any Servicer acting on a Noteholder’s its 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 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). Each Subordinate 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 such Subordinate any Noteholder and that the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) shall have no liability whatsoever to such Subordinate 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 such the Servicer must act in accordance with the Servicing 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 be imposed by reason of willful misfeasance, bad faith or negligence on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf). Each Subordinate The Lead Securitization Noteholder acknowledges and the Non-Lead Securitization Noteholders acknowledge 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 byhereof, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Junior 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 the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Lead Securitization Noteholder and that any or the Non-Lead Securitization Noteholders and that the Junior Noteholder (including and any Non-Lead Servicerservicer acting on its behalf or, if applicable, the Operating Advisor) shall have no liability whatsoever to such Subordinate the Lead Securitization Noteholder in connection with any or the Non-Lead Securitization Noteholder’s Noteholders in connection with the 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 Noteholder’s exercise of rights or any omission by such Junior Noteholder to exercise such rights; provided, however, that such the Junior Noteholder (and any servicer acting on its behalf or, if applicable, the Operating Advisor) shall not be protected against any liability to any other the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross 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 Each Noteholder (including any Servicer on a Noteholder’s behalfServicer, but only to the extent that except as otherwise provided in the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall controlAgreement) 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. Each Subordinate Noteholder acknowledges The 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 Senior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the other Noteholders and that the Lead Securitization Noteholder Senior Noteholders (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the other Noteholders in connection with the Lead Securitization Noteholder’s Senior Noteholders’ exercise of rights or any omission by the Lead Securitization 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder Senior 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 under Servicing Standard, this Agreement and the 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 Noteholder of the Noteholders 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 the other Noteholder Noteholders and that such Noteholder shall have no liability whatsoever to any the other Noteholder Noteholders in connection with such Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such no Noteholder shall not be protected against any liability to any the other 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; 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. Each Subordinate Noteholder 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 such Subordinate Noteholder the Note B Holders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such the Servicer must act in accordance with the Servicing StandardStandard and this Agreement. Each Subordinate Noteholder Note B Holder acknowledges that, subject to the terms and conditions hereof hereof, the Servicing Agreement and the obligation of any Non-Lead Securitization Noteholder 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 the Non-Lead Securitization Noteholder as a “servicer” thereunder), each any 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder a Note B Holder and that any such Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder any Note B Holder in connection with any such Non-Lead Securitization Noteholder’s exercise of rights or any omission by a 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 Securitization Servicing Agreement and this Agreement. Each Noteholder Note A Holder acknowledges that, subject to the terms and conditions hereof, any other Noteholder each Note B Holder may exercise, or omit to exercise, any rights that such Noteholder Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder the Note A Holders, and that such Noteholder the Note B Holders shall have no liability whatsoever to any other Noteholder the Note A Holders, in connection with such NoteholderNote B Holder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holders shall not be protected against any liability to any other Noteholder the Note A Holders 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, 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 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). Each Subordinate 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 such Subordinate any Noteholder and that the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) shall have no liability whatsoever to such Subordinate 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 such the Servicer must act in accordance with the Servicing 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 be imposed by reason of willful misfeasance, bad faith or negligence on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf). Each Subordinate The Lead Securitization Noteholder acknowledges and the Non-Lead Securitization Noteholders acknowledge 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 byhereof, 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) Junior Noteholders may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder the Junior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Lead Securitization Noteholder and that any or the Non-Lead Securitization Noteholder Noteholders and that the Junior Noteholders (including and any Non-Lead Servicerservicer acting on their behalf or, if applicable, the Operating Advisor) shall have no liability whatsoever to such Subordinate the Lead Securitization Noteholder in connection with any or the Non-Lead Securitization Noteholder’s Noteholders in connection with the 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 Noteholder’s exercise of rights or any omission by such Noteholder Junior Noteholders to exercise such rights; provided, however, that such Noteholder the Junior Noteholders (and any servicer acting on their behalf or, if applicable, the Operating Advisor) shall not be protected against any liability to any other the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross 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 (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. 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 such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise be imposed by reason of willful misfeasancemisconduct, 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. 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 such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 such Servicer must act in accordance with the Accepted Servicing StandardPractices. Each Subordinate 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 Accepted Servicing Standard 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 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 Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each Subordinate Noteholder acknowledges The 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 such Subordinate Noteholder Non-Lead Securitization Noteholders and the Junior Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the 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 such the Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder acknowledges The Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation obligations of any the Non-Lead Securitization Noteholder Noteholders (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 Standard, the Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder Noteholders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such 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 such Subordinate Noteholder the other Noteholders and that any each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the other Noteholders in connection with any such Non-Lead Securitization Noteholder’s Noteholders’ exercise of rights or any omission by a the Non-Lead Securitization Noteholder 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 under Servicing Standard. The Lead Securitization Noteholder and the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Junior Noteholders may exercise, or omit to exercise, any rights that such Noteholder the Junior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that such Noteholder the Junior Noteholders shall have no liability whatsoever to any other the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders in connection with such Noteholder’s the Junior Noteholders’ exercise of rights or any omission by such Noteholder the Junior Noteholders to exercise such rights; provided, however, that such Noteholder the Junior Noteholders shall not be protected against any liability to any other the Lead Securitization Noteholder and the Non-Lead Securitization 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. 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 such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each Subordinate 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 such Subordinate the Junior Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such Servicer must act in accordance with the Servicing Standard. Each Subordinate The Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of any each of the holder of a Non-Lead Securitization Noteholder Note (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 the holder of a Non-Lead Securitization Noteholder Note as a “servicer” thereunder), each the holder of a Non-Lead Securitization Noteholder Note (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such the holder of a Non-Lead Securitization Noteholder Note may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Junior Noteholder and that any the holder of a Non-Lead Securitization Noteholder Note (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate the Junior Noteholder in connection with any the holder of a Non-Lead Securitization NoteholderNote’s exercise of rights or any omission by the holder of a Non-Lead Securitization Noteholder Note 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 the other Noteholder 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 such Noteholder shall not be protected against any liability to 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. Each Subordinate Noteholder acknowledges The 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 such Subordinate Noteholder the Junior Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such Servicer must act in accordance with the Servicing Standard. Each Subordinate 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), 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Junior Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate 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. The Controlling Note Holder shall have no liability to the other Note Holders or any other party for any action taken, howeveror 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 Holders agree that the Controlling Note Holder may take or refrain from taking actions, or give or refrain from giving consents, that favor the Non-Lead Servicer must act in accordance 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 servicing standard under interests of another Note Holder and, absent willful misconduct, bad faith or gross negligence on the Non-Lead Securitization Servicing Agreementpart 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, 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 the other Noteholder 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 such Noteholder shall not be protected against any liability to 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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such Servicer must act in accordance with the Accepted Servicing StandardPractices. Each Subordinate Noteholder The Note B Holder 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 Accepted Servicing Standard 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 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 Subordinate Noteholder the Note B Holder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. 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 such Subordinate Fixed Rate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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, however, that such Servicer must act in accordance with the Servicing Standard. Each Subordinate Fixed Rate 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Fixed Rate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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 The Senior Noteholders (including any Servicer on a Noteholder’s behalfServicer, but only to the extent that except as otherwise provided in the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall controlAgreement) 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. Each Subordinate 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 Senior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note A-B Holder and that the Lead Securitization Senior Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note A-B Holder in connection with the Lead Securitization Noteholder’s Senior Noteholders’ exercise of rights or any omission by the Lead Securitization Senior Noteholder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing Standard, this Agreement and the Servicing Agreement and the Senior Noteholders shall not be protected against any liability to the Note A-B Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each Subordinate Noteholder of the Senior Noteholders 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 byhereof, the Servicing Standard (as if such standard was applicable to any NonNote A-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) B Holder may exercise, or omit to exercise, any rights that such Nonthe Note A-Lead Securitization Noteholder B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Senior Noteholders and that any Nonthe Note A-Lead Securitization Noteholder (including any Non-Lead Servicer) B Holder shall have no liability whatsoever to such Subordinate Noteholder the Senior Noteholders in connection with any Nonthe Note A-Lead Securitization NoteholderB Holder’s exercise of rights or any omission by a Nonthe Note A-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 Noteholder’s exercise of rights or any omission by such Noteholder B Holder to exercise such rights; provided, however, that such Noteholder the Note A-B Holder shall not be protected against any liability to any other Noteholder the Senior Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No Noteholder The Senior Noteholders (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 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. Each Subordinate The Junior Noteholder shall have no liability to the Senior Noteholders with respect to any Senior Note 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 Senior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Junior Noteholder and that the Senior Noteholders (including any Servicer) shall have no liability whatsoever to the Junior Noteholder in connection with the Senior Noteholders’ exercise of rights or any omission by the Senior Noteholders to exercise such rights other than as described above; provided, however, that the Servicer must act in accordance with the Servicing Standard and the Senior 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 Noteholders acknowledges that, subject to the terms and conditions hereof, the Junior Noteholder may exercise, or omit to exercise, any rights that the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Senior Noteholders and that the Lead Securitization Junior Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate any Senior Noteholder in connection with the Lead Securitization Junior 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Junior Noteholder to exercise such rights; provided, however, that such the Junior Noteholder shall not be protected against any liability to any other Noteholder the Senior 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. Each Subordinate 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 such Subordinate a Junior Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such Servicer must act in accordance with the Servicing Standard. Each Subordinate Junior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization Noteholder the Note A-2 Holder (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 the Note A-2 Holder as a “servicer” thereunder), each Non-Lead Securitization Noteholder the Note A-2 Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder 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 such Subordinate Junior Noteholder and that any Non-Lead Securitization Noteholder the Note A-2 Holder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Junior Noteholder in connection with any Non-Lead Securitization Noteholderthe Note A-2 Holder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder the Note A-2 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 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 the other Noteholder 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 such Noteholder shall not be protected against any liability to 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. Each Subordinate Noteholder acknowledges The 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 such Subordinate Noteholder Non-Lead Securitization Noteholders and the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such the Servicer must act in accordance with the Accepted Servicing StandardPractices. Each Subordinate Noteholder acknowledges The Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation obligations of any the Non-Lead Securitization Noteholder Noteholders (including any Non-Lead Servicer) to comply with, and except as otherwise required by, Accepted Servicing Practices, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder Noteholders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such 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 such Subordinate Noteholder the other Noteholders and that any each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the other Noteholders in connection with any such Non-Lead Securitization Noteholder’s Noteholders’ exercise of rights or any omission by a the Non-Lead Securitization Noteholder 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 under Accepted Servicing Practices. The Lead Securitization Noteholder and the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Note B Holder may exercise, or omit to exercise, any rights that such Noteholder the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that such Noteholder the Note B Holder shall have no liability whatsoever to any other the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders in connection with such Noteholderthe Note B Holder’s exercise of rights or any omission by such Noteholder the Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other the Lead Securitization Noteholder and the Non-Lead Securitization 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. Each The Subordinate Noteholder 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 such the Subordinate Noteholder Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such the Subordinate Noteholder 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 such Servicer must act in accordance with the Servicing Standard. Each The Subordinate Noteholder acknowledges Noteholders acknowledge 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 the Servicing Agreement in a manner that may be adverse to the interests of such the Subordinate Noteholder Noteholders and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such the Subordinate Noteholder Noteholders 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each Subordinate 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 Note A-1 Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder Note A-1 Holder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with the Lead Securitization NoteholderNote A-1 Holder’s exercise of rights or any omission by the Lead Securitization Noteholder Note A-1 Holder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of any each Non-Lead Securitization Noteholder Controlling Note Holder (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)servicing standard, each Non-Lead Securitization Noteholder Controlling Note Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such each Non-Lead Securitization Noteholder Controlling Note Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that any such Non-Lead Securitization Noteholder Controlling Note Holder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with any such Non-Lead Securitization NoteholderControlling Note Holder’s exercise of rights or any omission by a such Non-Lead Securitization Noteholder 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 Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges The Senior Note Holders acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Note B Holder may exercise, or omit to exercise, any rights that such Noteholder the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder the Senior Note Holders and that such Noteholder the Note B Holder shall have no liability whatsoever to any other Noteholder the Senior Note Holders in connection with such Noteholderthe Note B Holder’s exercise of rights or any omission by such Noteholder the Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other Noteholder the Senior Note Holders 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, 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 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). Each Subordinate 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 such Subordinate any Noteholder and that the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) shall have no liability whatsoever to such Subordinate 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 such the Servicer must act in accordance with the Servicing 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 be imposed by reason of willful misfeasance, bad faith or negligence on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf). Each Subordinate The Lead Securitization Noteholder acknowledges and the Non-Lead Securitization Noteholders acknowledge 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 byhereof, 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) Junior Noteholders may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder the Junior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Lead Securitization Noteholder and that any or the Non-Lead Securitization Noteholder Noteholders and that the Junior Noteholders (including and any Non-Lead Servicerservicer acting on their behalf or, if applicable, the Operating Advisor) shall have no liability whatsoever to such Subordinate the Lead Securitization Noteholder in connection with any or the Non-Lead Securitization Noteholder’s Noteholders in connection with the 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 Noteholder’s exercise of rights or any omission by such Noteholder Junior Noteholders to exercise such rights; provided, however, that such Noteholder each of the Junior Noteholders (and any servicer acting on their behalf or, if applicable, the Operating Advisor) shall not be protected against any liability to any other the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross 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 (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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder The Note B Holder 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 the Non-Lead Securitization Noteholder as a “servicer” thereunder), each the Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such the 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 Subordinate Noteholder the Note B Holder and that any the Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with any the Non-Lead Securitization Noteholder’s exercise of rights or any omission by a the 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 the other Noteholder 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 such Noteholder shall not be protected against any liability to 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 The Senior Noteholders (including any Servicer on a Noteholder’s behalfServicer, but only to the extent that except as otherwise provided in the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall controlAgreement) 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 such a Senior Noteholder. Each Subordinate 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 Senior 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 Senior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder Senior Noteholders (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder 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 such the Servicer must act in accordance with the Servicing Standard, this Agreement and the Servicing Agreement 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 Subordinate Noteholder of the Senior Noteholders 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 byhereof, 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) Note B Holder may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder 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 Subordinate Noteholder the Senior Noteholders and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) the Note B Holder shall have no liability whatsoever to such Subordinate Noteholder the Senior Noteholders in connection with any Non-Lead Securitization Noteholderthe Note B Holder’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 Noteholder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other Noteholder the Senior 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 any Servicer on a Noteholder’s behalf, but only Servicer) shall have no liability to the extent that other Noteholders with respect to their respective Notes except with respect to losses actually suffered due to the Servicing gross negligence, willful misconduct or breach of this Agreement does not impose any on the part of the Lead Securitization Noteholder. No other standard upon any Servicer, in which case the Servicing Agreement shall control) 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. 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 such Subordinate Noteholder the other Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the 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 such the Servicer must act in accordance with the Servicing Standard, and the Lead Securitization Noteholder shall not be protected against any liability to the other Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence. Each Subordinate Noteholder acknowledges The Lead Securitization Note Holder and the Non-Lead Securitization Note Holders acknowledge 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 byhereof, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Junior 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 the Junior 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 the Lead Securitization Note Holder or the Non-Lead Securitization Note Holders and that the Junior Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder in connection with any the Lead Securitization Note Holder or the Non-Lead Securitization Noteholder’s Note Holders in connection with the 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 Noteholder’s exercise of rights or any omission by such Junior Noteholder to exercise such rights; provided, however, that such the Junior Noteholder shall not be protected against any liability to any other 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, 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; 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. Each Subordinate Noteholder 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 such Subordinate Noteholder the Note B Holders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B 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 such Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder Note B Holder acknowledges that, subject to the terms and conditions hereof hereof, the Servicing Agreement 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 the 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross 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. Each Subordinate Noteholder acknowledges The 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 Note Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder Non-Lead Securitization Note Holders and the Note B Holder and that the Lead Securitization Noteholder Note Holder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Non-Lead Securitization Note Holders or the Note B Holder in connection with the Lead Securitization NoteholderNote Holder’s exercise of rights or any omission by the Lead Securitization Noteholder Note Holder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder acknowledges The Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation obligations of any the Non-Lead Securitization Noteholder Note Holders (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 Standard, the Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder Note Holders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such a Non-Lead Securitization Noteholder 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 such Subordinate Noteholder the other Noteholders and that any a Non-Lead Securitization Noteholder Note Holders (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the other Noteholders in connection with any such Non-Lead Securitization Noteholder’s Note Holders’ exercise of rights or any omission by a the Non-Lead Securitization Noteholder 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 Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges Note Holders acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Note B Holder may exercise, or omit to exercise, any rights that such Noteholder the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder the Lead Securitization Note Holder or the Non-Lead Securitization Note Holders and that such Noteholder the Note B Holder shall have no liability whatsoever to any other Noteholder the Lead Securitization Note Holder and the Non-Lead Securitization Note Holders in connection with such Noteholderthe Note B Holder’s exercise of rights or any omission by such Noteholder the Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other 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 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. Each Subordinate 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 Senior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Junior Noteholder and that the Lead Securitization Senior Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate the Junior Noteholder in connection with the Lead Securitization Senior Noteholder’s exercise of rights or any omission by the Lead Securitization Senior Noteholder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing Standard. Each Subordinate The Senior 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 byhereof, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Junior 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 the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Senior Noteholder and that any Non-Lead Securitization the Junior Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate the Senior Noteholder in connection with any Non-Lead Securitization the Junior Noteholder’s exercise of rights or any omission by a Non-Lead Securitization the Junior Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer Junior Noteholder 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligenceStandard.

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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such the Servicer must act in accordance with the Servicing 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 be imposed by reason of willful misfeasance, bad faith or gross negligence. Each Subordinate Noteholder The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization Noteholder the Note A-2 Holder (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 the Note A-2 Holder as a “servicer” thereunder), each Non-Lead Securitization Noteholder the Note A-2 Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder 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 such Subordinate Noteholder the Note B Holder and that any Non-Lead Securitization Noteholder the Note A-2 Holder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with any Non-Lead Securitization Noteholderthe Note A-2 Holder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder 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 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 Noteholder acknowledges The Note A-1 Holder and the Note A-2 Holder acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Note B Holder may exercise, or omit to exercise, any rights that such Noteholder Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder the Note A-1 Holder or the Note A-2 Holder and that such Noteholder the Note B Holder shall have no liability whatsoever to any other Noteholder the Note A-1 Holder and the Note A-2 Holder in connection with such NoteholderNote B Holder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other 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 gross negligence.

Limitation on Liability of the Noteholders. No Each Noteholder (including any Servicer on a Noteholder’s behalfServicer, but only to the extent that except as otherwise provided in the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall controlAgreement) 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). Each Subordinate Noteholder acknowledges The 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 Senior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note A-B Holder or the Note B Holder and that the Lead Securitization Noteholder Senior Noteholders (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder either the Note A-B Holder or the Note B Holder 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 such Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder acknowledges that, subject to of 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Senior Noteholders 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 the Senior Noteholders and that such Noteholder shall have no liability whatsoever to any other Noteholder the Senior Noteholders in connection with such Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such no Noteholder shall not be protected against any liability to any other Noteholder the Senior 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. Each Subordinate 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 Note A Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder Note A Holder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with the Lead Securitization NoteholderNote A Holder’s exercise of rights or any omission by the Lead Securitization Noteholder Note A Holder 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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 The Senior Noteholders (including any Servicer on a Noteholder’s behalfServicer, but only to the extent that except as otherwise provided in the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall controlAgreement) 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. Each Subordinate 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 Senior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note A-B Holder and that the Lead Securitization Senior Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note A-B Holder 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 such the Servicer must act in accordance with the Servicing Standard, this Agreement and the Servicing Agreement and the Lead Senior Noteholder shall not be protected against any liability to the Note A-B Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence. Each Subordinate Noteholder of the Senior Noteholders 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 byhereof, the Servicing Standard (as if such standard was applicable to any NonNote A-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) B Holder may exercise, or omit to exercise, any rights that such Nonthe Note A-Lead Securitization Noteholder B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Senior Noteholders and that any Nonthe Note A-Lead Securitization Noteholder (including any Non-Lead Servicer) B Holder shall have no liability whatsoever to such Subordinate Noteholder the Senior Noteholders in connection with any Nonthe Note A-Lead Securitization NoteholderB Holder’s exercise of rights or any omission by a Nonthe Note A-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 Noteholder’s exercise of rights or any omission by such Noteholder B Holder to exercise such rights; provided, however, that such Noteholder the Note A-B Holder shall not be protected against any liability to any other Noteholder the Senior 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. 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 such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such the Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization Noteholder the Note A-2 Holder (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 the Note A-2 Holder as a “servicer” thereunder), each Non-Lead Securitization Noteholder the Note A-2 Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder 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 such Subordinate Noteholder the Note B Holder and that any Non-Lead Securitization Noteholder the Note A-2 Holder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with any Non-Lead Securitization Noteholderthe Note A-2 Holder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder the Note A-2 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 Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges The Note A-1 Holder and the Note A-2 Holder acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Note B Holder may exercise, or omit to exercise, any rights that such Noteholder Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder the Note A-1 Holder or the Note A-2 Holder and that such Noteholder the Note B Holder shall have no liability whatsoever to any other Noteholder the Note A-1 Holder and the Note A-2 Holder in connection with such NoteholderNote B Holder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other 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 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. Each Subordinate Noteholder 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 Note A-1 Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder Note A-1 Holder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder any Note B Holder in connection with the Lead Securitization NoteholderNote A-1 Holder’s exercise of rights or any omission by the Lead Securitization Noteholder Note A-1 Holder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization Noteholder the Note A-2 Holder (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)servicing standard, each Non-Lead Securitization Noteholder the Note A-2 Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder 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 such Subordinate Noteholder the Note B Holder and that any Non-Lead Securitization Noteholder the Note A-2 Holder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder any Note B Holder in connection with any Non-Lead Securitization Noteholderthe Note A-2 Holder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder the Note A-2 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 Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges The Note A-1 Holder and the Note A-2 Holder acknowledge that, subject to the terms and conditions hereof, any other Noteholder each Note B Holder may exercise, or omit to exercise, any rights that such Noteholder Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder the Note A-1 Holder or the Note A-2 Holder and that such Noteholder the Note B Holder shall have no liability whatsoever to any other Noteholder the Note A-1 Holder and the Note A-2 Holder in connection with such NoteholderNote B Holder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other 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 gross negligence.

Limitation on Liability of the Noteholders. No The Senior 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 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. Each Subordinate The Junior Noteholder shall have no liability to the Senior Noteholder with respect to the Senior Note 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 Senior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Junior Noteholder and that the Lead Securitization Senior Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate the Junior Noteholder in connection with the Lead Securitization Senior Noteholder’s exercise of rights or any omission by the Lead Securitization Senior Noteholder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing StandardStandard and the 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 Subordinate The Senior 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 byhereof, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Junior 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 the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Senior Noteholder and that any Non-Lead Securitization the Junior Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate the Senior Noteholder in connection with any Non-Lead Securitization the Junior 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 Noteholder’s exercise of rights or any omission by such Junior Noteholder to exercise such rights; provided, however, that such the Junior Noteholder shall not be protected against any liability to any other the Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence, willful misconduct or breach of this Agreement.

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. Each Subordinate Noteholder acknowledges The 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 such Subordinate Noteholder Non-Lead Securitization Noteholders and the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such the Servicer must act in accordance with the Accepted Servicing StandardPractices. Each Subordinate Noteholder acknowledges The Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation obligations of any the Non-Lead Securitization Noteholder Noteholders (including any Non-Lead Servicer) to comply with, and except as otherwise required by, Accepted Servicing Practices, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder Noteholders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such 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 such Subordinate Noteholder the other Noteholders and that any each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the other Noteholders in connection with any such Non-Lead Securitization Noteholder’s Noteholders’ exercise of rights or any omission by a the Non-Lead Securitization Noteholder 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 servicing standard under extent Note B is no longer included in the Lead Securitization Trust, the Lead Securitization Noteholder and the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Note B Holder may exercise, or omit to exercise, any rights that such Noteholder the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that such Noteholder the Note B Holder shall have no liability whatsoever to any other the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders in connection with such Noteholderthe Note B Holder’s exercise of rights or any omission by such Noteholder the Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No The Senior 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 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. Each Subordinate The Junior Noteholder shall have no liability to the Senior Noteholder with respect to the Senior Note 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 Senior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Junior Noteholder and that the Lead Securitization Senior Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate the Junior Noteholder in connection with the Lead Securitization Senior Noteholder’s exercise of rights or any omission by the Lead Securitization Senior Noteholder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing Standard. Each Subordinate The Senior 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 byhereof, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Junior 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 the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Senior Noteholder and that any Non-Lead Securitization the Junior Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate the Senior Noteholder in connection with any Non-Lead Securitization the Junior 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 Noteholder’s exercise of rights or any omission by such Junior Noteholder to exercise such rights; provided, however, that such the Junior Noteholder shall not be protected against any liability to any other 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 Senior 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 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. Each Subordinate The 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 such Subordinate the Non-Lead Securitization Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate the 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 such the Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder acknowledges The Senior Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation obligations of any the Non-Lead Securitization Noteholder (including any the 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)Standard, each the Non-Lead Securitization Noteholder (including any the Non-Lead Servicer) may exercise, or omit to exercise, any rights that such 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 such Subordinate the Lead Securitization Noteholder and that any the Non-Lead Securitization Noteholder (including any the Non-Lead Servicer) shall have no liability whatsoever to such Subordinate the Lead Securitization Noteholder in connection with any such Non-Lead Securitization Noteholder’s exercise of rights or any omission by a the 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligenceStandard.

Limitation on Liability of the Noteholders. No Noteholder The Senior Noteholders (including any Servicer on a Noteholder’s its 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 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. Each Subordinate 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 and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such the Servicer must act in accordance with the Servicing Standard, and (b) the Lead Securitization Noteholder 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 Subordinate Noteholder acknowledges The Senior Noteholders acknowledge 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 byhereof, 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) Note B Holder may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Senior Noteholders and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) the Note B Holder shall have no liability whatsoever to such 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 Senior Noteholders in connection with such NoteholderNote B Holder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other Noteholder the Senior Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No Noteholder The Senior Noteholders (including any Servicer on a Noteholder’s behalfServicer, but only to the extent that except as otherwise provided in the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall controlAgreement) 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 such a Senior Noteholder. Each Subordinate 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 Senior 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 Senior Noteholders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder Senior Noteholders (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder 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 such the Servicer must act in accordance with the Servicing Standard, this Agreement and the Servicing Agreement 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 Subordinate Noteholder of the Senior Noteholders 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 byhereof, 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) Note B Holder may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder 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 Subordinate Noteholder the Senior Noteholders and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) the Note B Holder shall have no liability whatsoever to such Subordinate Noteholder the Senior Noteholders in connection with any Non-Lead Securitization Noteholderthe Note B Holder’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 Noteholder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other Noteholder the Senior 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. Each The 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 such the Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such the 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 such Servicer must act in accordance with the Servicing Standard. Each The Subordinate 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 the Servicing Agreement in a manner that may be adverse to the interests of such the Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such the 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each Subordinate Noteholder acknowledges The 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 such Subordinate Noteholder Non-Lead Securitization Noteholders and the Note A-2 Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Non-Lead Securitization Noteholders or the Note 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 such the Servicer must act in accordance with the Accepted Servicing StandardPractices. Each Subordinate Noteholder acknowledges The Noteholders acknowledge that, subject to the terms and conditions hereof and the obligation obligations of any the Non-Lead Securitization Noteholder Noteholders (including any Non-Lead Servicer) to comply with, and except as otherwise required by, Accepted Servicing Practices, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder Noteholders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such 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 such Subordinate Noteholder the other Noteholders and that any each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the other Noteholders in connection with any such Non-Lead Securitization Noteholder’s Noteholders’ exercise of rights or any omission by a the Non-Lead Securitization Noteholder 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 servicing standard under extent Note A-2 is no longer included in the Lead Securitization Trust, the Lead Securitization Noteholder and the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges Noteholders acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Note A-2 Holder may exercise, or omit to exercise, any rights that such Noteholder 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 each other the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders and that such Noteholder the Note A-2 Holder shall have no liability whatsoever to any other the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders in connection with such Noteholderthe Note A-2 Holder’s exercise of rights or any omission by such Noteholder the Note A-2 Holder to exercise such rights; provided, however, that such Noteholder the Note A-2 Holder shall not be protected against any liability to any other the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders 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, but only to the extent that except as otherwise provided in the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall controlAgreement) 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). Each Subordinate Noteholder acknowledges The 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 such any Subordinate Noteholder and that the Lead Securitization Senior Noteholder (including any Servicer) shall have no liability whatsoever to such any Subordinate Noteholder in connection with the Lead Securitization Noteholder’s Senior Noteholders’ exercise of rights or any omission by the Lead Securitization 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder Senior 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 under Servicing Standard, this Agreement and the Non-Lead Securitization Servicing AgreementAgreement 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 Noteholder of the Noteholders 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 the other Noteholder Noteholders and that such Noteholder shall have no liability whatsoever to any the other Noteholder Noteholders in connection with such Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such no Noteholder shall not be protected against any liability to any the other Noteholder Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

Limitation on Liability of the Noteholders. No Senior 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 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. Each Subordinate Junior Noteholder shall have no liability to Senior Noteholder with respect to the Senior Note 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 Senior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Junior Noteholder and that the Lead Securitization Senior Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Junior Noteholder in connection with the Lead Securitization Senior Noteholder’s exercise of rights or any omission by the Lead Securitization Senior Noteholder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing StandardStandard 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 Subordinate Senior Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization hereof, Junior 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 Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Senior Noteholder and that any Non-Lead Securitization Junior Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Senior Noteholder in connection with any Non-Lead Securitization Junior 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 Noteholder’s exercise of rights or any omission by such Junior Noteholder to exercise such rights; provided, however, that such Junior Noteholder shall not be protected against any liability to any other Senior 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. Each Subordinate Noteholder acknowledges The 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 such Subordinate Noteholder the Junior Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such Servicer must act in accordance with the Servicing Standard. Each Subordinate 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Junior Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate 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 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 the other Noteholder 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 such Noteholder shall not be protected against any liability to 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 The Senior 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 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. Each Subordinate The Junior Noteholder shall have no liability to the Senior Noteholder with respect to the Senior Note 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 Senior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Junior Noteholder and that the Lead Securitization Senior Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate the Junior Noteholder in connection with the Lead Securitization Senior Noteholder’s exercise of rights or any omission by the Lead Securitization Senior Noteholder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing StandardStandard and the applicable provisions of this Agreement and the Servicing Agreement. Each Subordinate The Senior 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 byhereof, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Junior 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 the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Senior Noteholder and that any Non-Lead Securitization the Junior Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate the Senior Noteholder in connection with any Non-Lead Securitization the Junior 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 Noteholder’s exercise of rights or any omission by such Junior Noteholder to exercise such rights; provided, however, that such the Junior Noteholder shall not be protected against any liability to any other 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 Noteholder The Note A Holder (including any Servicer on a Noteholderthe Note A Holder’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 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. Each Subordinate 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 such Subordinate the Junior Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 the other Noteholder 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 such Noteholder shall not be protected against any liability to 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. Each Subordinate 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 Note Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder Note Holder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with the Lead Securitization NoteholderNote Holder’s exercise of rights or any omission by the Lead Securitization Noteholder Note Holder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation obligations of any the Non-Lead Securitization Noteholder Note Holders (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 Standard, the Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder Note Holders (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such the Non-Lead Securitization Noteholder Note Holders may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that any the Non-Lead Securitization Noteholder Note Holders (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with any the Non-Lead Securitization Noteholder’s Note Holders’ exercise of rights or any omission by a the Non-Lead Securitization Noteholder 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 Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges Note Holders acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Note B Holder may exercise, or omit to exercise, any rights that such Noteholder the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder the Lead Securitization Note Holder or the Non-Lead Securitization Note Holders and that such Noteholder the Note B Holder shall have no liability whatsoever to any other Noteholder the Lead Securitization Note Holder and the Non- Lead Securitization Note Holders in connection with such Noteholderthe Note B Holder’s exercise of rights or any omission by such Noteholder the Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other 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 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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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, howeverthat 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 such a Non‑Lead Servicer must act in accordance with the servicing standard under the related Non‑Lead Securitization Servicing StandardAgreement. Each Subordinate Senior 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 byhereof, 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) Note B Holder may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Senior Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) the Note B Holder shall have no liability whatsoever to such 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 Senior Noteholder in connection with such NoteholderNote B Holder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other a Senior 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. Each Subordinate Noteholder 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 Note A Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder Note B Holder and that the Lead Securitization Noteholder Note A Holder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder any Note B Holder in connection with the Lead Securitization NoteholderNote A Holder’s exercise of rights or any omission by the Lead Securitization Noteholder Note A Holder 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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. Each The 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 such the Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such the 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 such Servicer must act in accordance with the Accepted Servicing StandardPractices. Each The Subordinate 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 Accepted Servicing Standard 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 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 the Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such the 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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 Each Noteholder (including any Servicer on a Noteholder’s behalfServicer, but only to the extent that except as otherwise provided in the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) 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). Each Subordinate Noteholder acknowledges The 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 Note A Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B-1 Holder or the Note B-2 Holder and that the Lead Securitization Noteholder Note A Holder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder either the Note B-1 Holder or the Note B-2 Holder in connection with the Lead Securitization NoteholderNote A Holder’s exercise of rights or any omission by the Lead Securitization 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder Note A 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 Servicing Standard and the 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 Noteholder The Note A Holder 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 the Note A Holder and that such Noteholder shall have no liability whatsoever to any other Noteholder the Note A Holder in connection with such Noteholder’s exercise of rights or any omission by the such Noteholder to exercise such rights; provided, however, that such no Noteholder shall not be protected against any liability to any other Noteholder the Note A Holder 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. Each Subordinate 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 such Subordinate the Junior Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 the other Noteholder 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 such Noteholder shall not be protected against any liability to 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. Each The 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 such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to 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 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to 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 Each Noteholder (including any Servicer on a Noteholder’s behalfServicer, but only to the extent that except as otherwise provided in the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall controlAgreement) 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). Each Subordinate 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 Note A Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder Note A Holder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with the Lead Securitization NoteholderNote A Holder’s exercise of rights or any omission by the Lead Securitization Noteholder Note A Holder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing Standard, this Agreement and the Servicing Agreement 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 Subordinate Noteholder The Note A Holder 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 byhereof, 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) Note B Holder may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder 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 Subordinate Noteholder the Note A Holder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) the Note B Holder shall have no liability whatsoever to such Subordinate Noteholder the Note A Holder in connection with any Non-Lead Securitization Noteholderthe Note B Holder’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 Noteholder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other Noteholder the Note A Holder 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, 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 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). Each Subordinate 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 such Subordinate any Noteholder and that the Lead Securitization Noteholder (including and any ServicerServicer acting on its behalf) shall have no liability whatsoever to such Subordinate 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 such the Servicer must act in accordance with the Servicing 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 be imposed by reason of willful misfeasance, bad faith or negligence on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf). Each Subordinate The Lead Securitization Noteholder acknowledges and the Non-Lead Securitization Noteholders acknowledge 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 byhereof, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Junior 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 the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Lead Securitization Noteholder and that any or the Non-Lead Securitization Noteholders and that the Junior Noteholder (including and any Non-Lead Servicerservicer acting on its behalf or, if applicable, its Operating Advisor) shall have no liability whatsoever to such Subordinate the Lead Securitization Noteholder in connection with any or the Non-Lead Securitization Noteholder’s Noteholders in connection with the 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 Noteholder’s exercise of rights or any omission by such Junior Noteholder to exercise such rights; provided, however, that such the Junior Noteholder (and any servicer acting on its behalf or, if applicable, its Operating Advisor) shall not be protected against any liability to any other the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross 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. Each Subordinate Noteholder acknowledges The 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 such Subordinate Noteholder the Junior Noteholders and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such Servicer must act in accordance with the Servicing Standard. Each Subordinate 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Junior Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.Lead

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. Each Subordinate 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 such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder 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 such the Servicer must in all events act in accordance with the Servicing StandardStandard and otherwise comply with the terms of this Agreement. Each Subordinate Noteholder The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization Noteholder the Note A-2 Holder (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 the Note A-2 Holder as a “servicer” thereunder), each Non-Lead Securitization Noteholder the Note A-2 Holder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder 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 such Subordinate Noteholder the Note B Holder and that any Non-Lead Securitization Noteholder the Note A-2 Holder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with any Non-Lead Securitization Noteholderthe Note A-2 Holder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder the Note A-2 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 Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges The Note A-1 Holder and the Note A-2 Holder acknowledge that, subject to the terms and conditions hereof, any other Noteholder the Note B Holder may exercise, or omit to exercise, any rights that such Noteholder Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder the Note A-1 Holder or the Note A-2 Holder and that such Noteholder the Note B Holder shall have no liability whatsoever to any other Noteholder the Note A-1 Holder and the Note A-2 Holder in connection with such NoteholderNote B Holder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other 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 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. Each Subordinate 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 Note A Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder Note A Holder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder any Note B Holder in connection with the Lead Securitization NoteholderNote A Holder’s exercise of rights or any omission by the Lead Securitization Noteholder Note A Holder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder The Note A Holder 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 byhereof, 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) Note B Holder may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder 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 Subordinate Noteholder the Note A Holder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) the Note B Holder shall have no liability whatsoever to such Subordinate Noteholder the Note A Holder in connection with any Non-Lead Securitization Noteholderthe Note B Holder’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 Noteholder’s exercise of rights or any omission by such Noteholder Note B Holder to exercise such rights; provided, however, that such Noteholder the Note B Holder shall not be protected against any liability to any other Noteholder the Note A Holder 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. Each Subordinate 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 such Subordinate the Junior Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate the 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 such Servicer must act in accordance with the Servicing Standard. Each Subordinate The 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Junior Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate the 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 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 the other Noteholder 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 such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross 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 The Senior 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 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. Each Subordinate The Junior Noteholder shall have no liability to the Senior Noteholder with respect to the Senior Note 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 Senior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Junior Noteholder and that the Lead Securitization Senior Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate the Junior Noteholder in connection with the Lead Securitization Senior Noteholder’s exercise of rights or any omission by the Lead Securitization Senior Noteholder to exercise such rights other than as described above; provided, however, that such the Servicer must act in accordance with the Servicing StandardStandard and the Senior 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 Subordinate The Senior 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 byhereof, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Junior 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 the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate the Senior Noteholder and that any Non-Lead Securitization the Junior Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate the Senior Noteholder in connection with any Non-Lead Securitization the Junior 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 Noteholder’s exercise of rights or any omission by such Junior Noteholder to exercise such rights; provided, however, that such the Junior Noteholder shall not be protected against any liability to any other 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 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. Each Subordinate 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 Note A Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder the Note B Holder and that the Lead Securitization Noteholder Note A Holder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder the Note B Holder in connection with the Lead Securitization NoteholderNote A Holder’s exercise of rights or any omission by the Lead Securitization Noteholder Note A Holder 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 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 the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such 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 the other Noteholder 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 such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.