Liability of the Depositor and the Certificateholders. (a) The Depositor shall be liable directly to and will indemnify any injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent not paid out of the Owner Trust Estate) to the extent that the Depositor would be liable if the Trust was a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor was a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Trust Certificates, or by a Noteholder 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 Section 2.07.
(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.
Liability of the Depositor and the Certificateholders. Neither the Depositor (except as otherwise provided herein) nor any Certificateholder shall have any personal liability for any liability or obligation of the Trust.
Liability of the Depositor and the Certificateholders. (a) The Depositor shall be liable directly to and shall indemnify an injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses (as defined in Section 6.9(b)), to the extent not paid out of the assets of the Trust) to the extent that the Depositor would be liable if the Trust were a partnership under the Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for (i) any losses incurred by a Certificateholder or a Certificate Owner in its capacity as an investor in the Certificates or by a Noteholder in its capacity as an investor in the Notes or (ii) any losses, claims, damages, liabilities and expenses arising out of the imposition by any taxing authority of any federal, state or local income or franchise taxes or any other taxes imposed on or measured by gross or net income, gross or net receipts, capital, net worth and similar items (including any interest, penalties or additions with respect thereto) upon the Certificateholders, the Certificate Owners, the Noteholders, the Owner Trustee or the Indenture Trustee (including any liabilities, costs or expenses with respect thereto) with respect to the Mortgage Loans not specifically indemnified against or represented to hereunder. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositors shall not be liable) shall be deemed third party beneficiaries of this subsection 2.7(a). The obligations of the Depositor under this subsection 2.7(a) shall be evidenced by the Class [__] Certificates.
(b) No Certificate Owner or Certificateholder, other than to the extent set forth in subsection 2.7(a) with respect to the Depositor, shall have any personal liability for any liability or obligation of the Trust.
