Common use of Liability of the Certificateholders Clause in Contracts

Liability of the Certificateholders. (a) The Depositor shall be liable directly to and will indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent not paid out of the Trust Estate) to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; PROVIDED, HOWEVER, that the Depositor shall not be liable for any losses incurred by a holder of the Trust Certificates or a Certificate Owner in the capacity of an investor in the Trust Certificates or a holder of the Notes or a Note Owner in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Depositor under this paragraph shall be evidenced by the Trust Certificates described in Section 3.10, which shall be deemed to be separate classes of Trust Certificates from all other Trust Certificates issued by the Trust; PROVIDED that the rights and obligations evidenced by all Trust Certificates, regardless of class, except as provided in this Section, shall be identical. (b) No holder of a Trust Certificate, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation of the Trust.

Liability of the Certificateholders. (a) The Depositor shall be liable directly to and will indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent not paid out of the Trust Estate) to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; PROVIDEDprovided, HOWEVERhowever, that the Depositor shall not be liable for any losses incurred by a holder of the Trust Certificates or a Certificate Owner in the capacity of an investor in the Trust Certificates or a holder of the Notes or a Note Owner in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Depositor under this paragraph shall be evidenced by the Trust Certificates described in Section 3.10, which shall be deemed to be separate classes of Trust Certificates from all other Trust Certificates issued by the Trust; PROVIDED provided that the rights and obligations evidenced by all Trust Certificates, regardless of class, except as provided in this Section, shall be identical. (b) No holder of a Trust Certificate, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation of the Trust.

Liability of the Certificateholders. (a) The Notwithstanding the provisions of Section 3803 of the Delaware Business Trust Act, the Depositor shall be liable directly to and will shall indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would not be sufficient to pay any such liabilities, or if such liabilities in fact are not paid out of the Trust Estate) to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; PROVIDEDprovided, HOWEVERhowever, that the Depositor shall not be liable for any losses incurred by a holder beneficial owner of the Trust Certificates or a Certificate Owner Note in the its capacity of an investor in the Trust Certificates or as a holder of the Notes limited recourse debt or a Note Owner in the capacity of an investor in the Notesto any Certificateholder. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liableto Noteholders excepted above) shall be deemed third party beneficiaries of this paragraph. The obligations of the Depositor under this paragraph shall be evidenced by the Trust Certificates described in Section 3.10, which shall be deemed to be a separate classes class of Trust Certificates from all other Trust Certificates issued by the Trust; PROVIDED provided that the rights and obligations evidenced by all Trust Certificates, regardless of class, except as provided in Section 3.10 and this Section, shall be identical. (b) No holder of a Trust CertificateCertificateholder, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation of the Trust.

Liability of the Certificateholders. (a) The Depositor Company ----------------------------------- shall be liable directly to and will indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent not paid out of the Trust Estate) to the extent that the Depositor Company would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor Company were a general partner; PROVIDEDprovided, HOWEVERhowever, that the Depositor Company shall not be liable for any losses incurred -------- ------- by a holder of the Trust Certificates Certificateholder or a Certificate Owner in the capacity of an investor in the Trust Certificates or a holder of the Notes Noteholder or a Note Owner in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor Company shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Depositor Company under this paragraph shall be evidenced by the Trust Certificates described in Section 3.10, which shall be deemed to be a separate classes class of Trust Certificates from all other Trust Certificates issued by the Trust; PROVIDED provided that the rights and obligations evidenced by all -------- Trust Certificates, regardless of class, except as provided in this Section, shall be identical. (b) No holder of a Trust CertificateCertificateholder, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation of the Trust.