Common use of Liability of the Certificateholders Clause in Contracts

Liability of the Certificateholders. (a) The General Partner shall be liable directly to indemnify each injured party for all losses, claims, damages, liabilities and expenses of the Trust, to the extent not paid out of the Trust Property, to the extent that such Person would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act and such Person were a general partner; PROVIDED, HOWEVER, that the General Partner shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Note Owner in the capacity of an investor in the Notes; PROVIDED, FURTHER, that the General Partner shall not be liable to indemnify any injured party if such party has agreed that its recourse against the Trust for any obligation or liability of the Trust to such party shall be limited to the assets of the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the provisos to the preceding sentence for which the General Partner shall not be liable) shall be deemed third party beneficiaries of this paragraph. (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 or by reason of any action taken by the parties to this Agreement pursuant to any provisions of this Agreement or any Related Document.

Liability of the Certificateholders. (a) The General Partner shall be liable directly to indemnify each injured party for all losses, claims, damages, liabilities and expenses of the Trust, to the extent not paid out of the Trust Property, to the extent that such Person would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act and such Person were a general partner; PROVIDED, HOWEVER, that the General Partner shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Note Owner in the capacity of an investor in the Notes; PROVIDED, FURTHER, that the General Partner shall not be liable to indemnify any injured party if such party has agreed that its recourse against the Trust for any obligation or liability of the Trust to such party shall be limited to the assets of the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the provisos to the preceding sentence for which the General Partner shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the General Partner under this paragraph shall be evidenced by the General Partner Certificates, which for purposes of the Business Trust Statute shall be deemed to be a separate class of Certificates from the Investor Certificates. (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 or by reason of any action taken by the parties to this Agreement pursuant to any provisions of this Agreement or any Related Document.

Liability of the Certificateholders. (a) The General Partner Depositor shall be liable directly to indemnify each to, and will indemnify, any injured party for all losses, claims, damages, liabilities and expenses of the TrustTrust (including Expenses, to the extent not paid out of the Trust Property, Estate) to the extent that such Person the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act and such Person in which the Depositor were a general partner; PROVIDEDprovided, HOWEVERhowever, that the General Partner Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or Trust Certificates, a Note Owner Class B Noteholder in the capacity of an investor in the Class B Notes or an Indenture Noteholder in the capacity of an investor in the Indenture Notes; PROVIDED, FURTHER, that the General Partner shall not be liable to indemnify any injured party if such party has agreed that its recourse against the Trust for any obligation or liability of the Trust to such party shall be limited to the assets of the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the provisos to the preceding sentence for which the General Partner 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 for purposes of the Trust Statute shall be deemed to be a separate class 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 Certificateholder, other than to the extent set forth in paragraph (a), shall have any personal liability for any liability or obligation of the Trust or by reason of any action taken by the parties to this Agreement pursuant to any provisions of this Agreement or any Related DocumentTrust.