Common use of CERTIFICATEHOLDERS TO ASSUME LIABILITY Clause in Contracts

CERTIFICATEHOLDERS TO ASSUME LIABILITY. To the extent not paid pursuant to Section 4.01(b) and to the fullest extent permitted by applicable law, the Certificateholders, pro rata based on their respective Percentage Interests, shall pay or cause to be paid (or reimburse the Delaware Trustee for) (a) all reasonable fees and expenses of the Delaware Trustee hereunder, including, without limitation, the reasonable compensation, expenses and disbursements of such agents, representatives, accountants, experts and counsel as the Delaware Trustee may employ in connection with the exercise and performance of its rights and duties under this Trust Agreement, the Transaction Documents or any other agreement contemplated by any of the foregoing, whether or not the transactions contemplated hereby and thereby are consummated and (b) all amounts required to be paid by Section 7.02 and not paid by the Trust. The liabilities and indemnities contained in this Section 7.03 are for the benefit of the Trust Company, in its individual capacity and its officers, directors and employees and shall not be construed as imposing any liabilities on any Certificateholder or any affiliate thereof for any expense or liability of the Trust to third parties. Neither the Certificateholders nor the Administrator shall have liabilities for the expenses and liabilities of the Trust (except as otherwise provided in this Trust Agreement with respect to the Trust Company, in its individual capacity) and all such expenses and liabilities shall be payable solely from the Trust Estate.

CERTIFICATEHOLDERS TO ASSUME LIABILITY. To the extent not paid pursuant to Section 4.01(b) hereof and to the fullest extent permitted by applicable law, the Certificateholders, pro rata based on their respective Percentage Interests, shall pay or cause to be paid (or reimburse the Delaware Trustee for) (a) all reasonable fees and expenses of the Delaware Trustee hereunder, including, without limitation, the reasonable compensation, expenses and disbursements of such agents, representatives, accountants, experts and counsel as the Delaware Trustee may employ in connection with the exercise and performance of its rights and duties under this Trust Agreement, the Transaction Documents or any other agreement contemplated by any of the foregoing, whether or not the transactions contemplated hereby and thereby are consummated and (b) all amounts required to be paid by Section 7.02 hereof and not paid by the Trust. The liabilities and indemnities contained in this Section 7.03 are for the benefit of the Trust Company, in its individual capacity and its officers, directors and employees and shall not be construed as imposing any liabilities on any Certificateholder or any affiliate thereof for any expense or liability of the Trust to third parties. Neither the Certificateholders nor the Administrator shall have liabilities for the expenses and liabilities of the Trust (except as otherwise provided in this Trust Agreement with respect to the Trust Company, in its individual capacity) and all such expenses and liabilities shall be payable solely from the Trust Estate.