Common use of Liability of the Certificateholders Clause in Contracts

Liability of the Certificateholders. (a) TMS Student Holdings, Inc., as holder of no less than a 1% interest in the Trust Certificates and the Originators' Interests, 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 TMS Student Holdings, Inc. would be liable if the Trust were a partnership under the Pennsylvania Revised Uniform Limited Partnership Act in which TMS Student Holdings, Inc. were a general partner; PROVIDED, HOWEVER, that TMS Student Holdings, Inc. shall not be liable for any principal of or interest on the Certificates, the Originators' Interests or 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 TMS Student Holdings, Inc. shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of TMS Student Holdings, Inc. under this paragraph shall be evidenced by the Trust Certificates and the Originators' Interests described in Section 3.11, which shall be deemed to be a separate class of Trust Certificates and Originators' Interests from all other Trust Certificates and Originators' Interests issued by the Trust; PROVIDED that the rights and obligations evidenced by all Trust Certificates and Originators' Interests, respectively, regardless of class, except as provided in this Section, Section 5.1 hereof and Article V of the Sale and Servicing Agreement, shall be identical. (b) No Certificateholder, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation of the Trust. (c) TMS Student Holdings, Inc. shall maintain a minimum capital value (not including its interest in the Trust or its interests in ClassNotes Trust 1995-I (f/k/a Education Loan Alliance 1995-I) and Educaid Student Loan Trust 1994-1) equal to the greater of (a) $2,000,000 and (b) two percent of the sum of (i) the Certificate Balance, (ii) the ClassNotes Trust 1995-I Certificate Balance and (iii) the Educaid Student Loan Trust 1994-1 Certificate Balance.

Liability of the Certificateholders. (a) TMS Student Holdings, Inc., as holder of no less than a 1% interest in the Trust Certificates and the Originators' Interests, 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 TMS Student Holdings, Inc. the Depositor would be liable if the Trust were a partnership under the Pennsylvania Delaware Revised Uniform Limited Partnership Act in which TMS Student Holdings, Inc. the Depositor were a general partner; PROVIDED, HOWEVER, that TMS Student Holdings, Inc. the Depositor shall not be liable for any principal losses incurred by a Certificateholder or a Certificate Owner in the capacity of an investor in the Trust Certificates or interest on a Noteholder or a Note Owner in the Certificates, the Originators' Interests or 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 TMS Student Holdings, Inc. the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of TMS Student Holdings, Inc. the Depositor under this paragraph shall be evidenced by the Trust Certificates and the Originators' Interests Excess Distribution Certificate described in Section 3.113.10, which shall be deemed to be a separate class of Trust Certificates and Originators' Interests certificates from all other Trust Certificates and Originators' Interests issued by the Trust; PROVIDED that the rights and obligations evidenced by all Trust Certificates and Originators' Interests, respectively, regardless of class, except as provided in this Section, Section 5.1 hereof and Article V of the Sale and Servicing Agreement, shall be identical. (b) No Certificateholder, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation of the Trust. (c) TMS Student Holdings, Inc. Any or all of Section 2.07(a) or 3.10(b) hereof (the "Partnership Qualification Provisions") shall maintain a minimum capital value (not including its interest no longer be applicable or part of this Agreement in the Trust or its interests in ClassNotes Trust 1995-I (f/k/a Education Loan Alliance 1995-I) and Educaid Student Loan Trust 1994-1) equal event an Opinion of Counsel is delivered to the greater of (a) $2,000,000 and (b) two percent Eligible Lender Trustee to the effect that the deletion of the sum of (i) Partnership Qualification Provisions will not cause the Certificate Balance, (ii) the ClassNotes Trust 1995-I Certificate Balance to be classified as an association or other entity taxable as a corporation for relevant state income and (iii) the Educaid Student Loan Trust 1994-1 Certificate Balancefranchise tax purposes.

Liability of the Certificateholders. (a) TMS Student Holdings, Inc., as holder of no less than a 1% interest in the Trust Certificates and the Originators' Interests, 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 TMS Student Holdings, Inc. would be liable if the Trust were a partnership under the Pennsylvania _____________ Revised Uniform Limited Partnership Act in which TMS Student Holdings, Inc. were a general partner; PROVIDED, HOWEVER, that TMS Student Holdings, Inc. shall not be liable for any principal of or interest on the Certificates, the Originators' Interests or 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 TMS Student Holdings, Inc. shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of TMS Student Holdings, Inc. under this paragraph shall be evidenced by the Trust Certificates and the Originators' Interests described in Section 3.11, which shall be deemed to be a separate class of Trust Certificates and Originators' Interests from all other Trust Certificates and Originators' Interests issued by the Trust; PROVIDED that the rights and obligations evidenced by all Trust Certificates and Originators' Interests, respectively, regardless of class, except as provided in this Section, Section 5.1 hereof and Article V of the Sale and Servicing Agreement, shall be identical. (b) No Certificateholder, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation of the Trust. (c) TMS Student Holdings, Inc. shall maintain a minimum capital value (not including its interest in the Trust or its interests interest in ClassNotes Trust 1995-I (f/k/a Education Loan Alliance 1995-I) and [Educaid Student Loan Trust 1994-1]) equal to the greater of (a) $2,000,000 and (b) two percent of the sum of (i) the Certificate Balance, (ii) the ClassNotes Trust 1995-I Certificate Balance and (iii) the [Educaid Student Loan Trust 1994-1 1] Certificate Balance.