Common use of CERTIFICATEHOLDERS TO ASSUME LIABILITY Clause in Contracts

CERTIFICATEHOLDERS TO ASSUME LIABILITY. To the extent not paid pursuant to Sections 5.01 and 8.01 hereof, the Certificateholders, pro rata based on their respective Percentage Interests, shall pay or cause to be paid (or reimburse the Delaware Trustee for) 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 Basic Documents or any other agreement contemplated by any of the foregoing, whether or not the transactions contemplated hereby and thereby are consummated. The Certificateholders, jointly and severally, agree to assume liability for, and hereby indemnify and hold harmless the Delaware Trustee, its officers, directors and employees and from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Delaware Trustee, its officers, directors and employees or in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Basic Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Certificateholders shall not be required so to assume liability for any of the matters described in the third sentence of Section 6.04(b) and 7.01 and the last sentence of Section 7.01(g) hereof and provided that the Certificateholders and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Certificateholders under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein, the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. The liabilities and indemnities contained in this Section are for the benefit of the Delaware Trustee, in its individual and trust capacities 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 Issuer Administrator shall have liabilities for the expenses and liabilities of the Trust (except as otherwise provided in this Trust Agreement and a separate fee and indemnity agreement with respect to the Delaware Trustee, in its individual and trust capacities) 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 Sections 5.01 and 8.01 hereofSection 4.01(b), the Certificateholders, pro rata based on their respective Percentage Interests, shall pay or cause to be paid (or reimburse the Delaware Trustee for) 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 Basic Transaction Documents or any other agreement contemplated by any of the foregoing, whether or not the transactions contemplated hereby and thereby are consummated. The Certificateholders, jointly and severally, agree to assume liability for, and hereby indemnify and hold harmless the Delaware TrusteeTrust Company, its officers, directors and employees and the Delaware Trustee from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Delaware TrusteeTrust Company, its officers, directors and employees or the Delaware Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Basic Transaction Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Certificateholders shall not be required so to assume liability for any of the matters described in the third seventh sentence of Section 6.04(b) and 7.01 and the last sentence of Section 7.01(g) 6.01 hereof and provided that the Certificateholders and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Certificateholders under this Section 7.02 is also subject to indemnification by another party to any of the documents specifically referenced herein, the Trust Company or the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section 7.02 shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. The liabilities and indemnities contained in this Section 7.02 are for the benefit of the Delaware TrusteeTrust Company, in its individual and trust capacities 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 Issuer Administrator shall have liabilities for the expenses and liabilities of the Trust (except as otherwise provided in this Trust Agreement and a separate fee and indemnity agreement with respect to the Delaware TrusteeTrust Company, in its individual and trust capacitiescapacity) 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 Sections 5.01 and Section 8.01 hereof, the Certificateholders, pro rata based on their respective Percentage Interests, shall pay or cause to be paid (or reimburse the Delaware Trustee for) 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 Basic Documents or any other agreement contemplated by any of the foregoing, whether or not the transactions contemplated hereby and thereby are consummated. The Certificateholders, jointly and severally, agree to assume liability for, and hereby indemnify and hold harmless the Delaware Trustee, its officers, directors and employees and from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Delaware Trustee, its officers, directors and employees or in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Basic Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Certificateholders shall not be required so to assume liability for any of the matters described in the third sentence of Section 6.04(b) and 7.01 and the last sentence of Section 7.01(g) hereof and provided that the Certificateholders and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Certificateholders under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein, the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. The liabilities and indemnities contained in this Section are for the benefit of the Delaware Trustee, in its individual and trust capacities 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 Issuer Administrator shall have liabilities for the expenses and liabilities of the Trust (except as otherwise provided in this Trust Agreement and a separate fee and indemnity agreement with respect to the Delaware Trustee, in its individual and trust capacitiescapacity) 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 Sections 5.01 and 8.01 hereofSection 4.01(b), the Certificateholders, pro rata based on their respective Percentage Interests, shall pay or cause to be paid (or reimburse the Delaware Trustee for) 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 Basic Transaction Documents or any other agreement contemplated by any of the foregoing, whether or not the transactions contemplated hereby and thereby are consummated. The CertificateholdersCertificatholders, jointly and severally, agree to assume liability for, and hereby indemnify and hold harmless the Delaware TrusteeTrust Company, its officers, directors and employees and the Delaware Trustee from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Delaware TrusteeTrust Company, its officers, directors and employees or the Delaware Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Basic Transaction Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Certificateholders shall not be required so to assume liability for any of the matters described in the third seventh sentence of Section 6.04(b) and 7.01 and the last sentence of Section 7.01(g) 6.01 hereof and provided that the Certificateholders and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Certificateholders under this Section 7.02 is also subject to indemnification by another party to any of the documents specifically referenced herein, the Trust Company or the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section 7.02 shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. The liabilities and indemnities contained in this Section 7.02 are for the benefit of the Delaware TrusteeTrust Company, in its individual and trust capacities 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 Issuer Administrator shall have liabilities for the expenses and liabilities of the Trust (except as otherwise provided in this Trust Agreement and a separate fee and indemnity agreement with respect to the Delaware TrusteeTrust Company, in its individual and trust capacitiescapacity) and all such expenses and liabilities shall be payable solely from the Trust Estate.