Liability of the Holders of the Certificates. The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify the Trust and the Owner Trustee for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid by the Master Servicer pursuant to Section 2.11 or out of the Owner Trust Estate); provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Notes or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Noteholder in the capacity of an investor in the Notes. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust, including the Note Insurer (other than in connection with the obligations described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.
Appears in 3 contracts
Samples: Trust Agreement (Pacificamerica Money Center Inc), Trust Agreement (Merrill Lynch Mortgage Investors Inc), Trust Agreement (Merrill Lynch Mortgage Investors Inc)
Liability of the Holders of the Certificates. (a) The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify the Trust and the Owner Trustee any injured party for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expensesexpenses, to the extent not paid by the Master Servicer pursuant to Section 2.11 or out of the Owner Trust Estate)) to the extent that Holders of the Certificates would be liable if the Trust were a corporation under Delaware corporate law; provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Notes or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Noteholder in the capacity of an investor in the Notes. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust, including the Note Insurer (other than in connection with the obligations obligation described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.
(b) Subject to subsection (a) above, the Certificateholder shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.
Appears in 3 contracts
Samples: Trust Agreement (Afc Mortgage Loan Asset Backed Notes Series 2000-1), Trust Agreement (Superior Bank FSB Afc Mortgage Ln Asset Bk Notes Ser 1999-3), Trust Agreement (Superior Bank FSB Afc Mort Ln Asset Backed Notes Ser 2000 2)
Liability of the Holders of the Certificates. The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify the Trust and the Owner Trustee for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid by the Master Servicer pursuant to Section 2.11 or out of the Owner Trust Estate); provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Notes Bonds or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Noteholder Bondholder in the capacity of an investor in the NotesBonds. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust, including the Note Bond Insurer (other than in connection with the obligations described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Merrill Lynch Mortgage Investors Inc), Trust Agreement (Novastar Mortgage Funding Corp)
Liability of the Holders of the Certificates. The Holders holders of the Certificates shall be jointly and severally liable directly to and shall indemnify the Trust and the Owner Trustee for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid by the Master Servicer pursuant to Section 2.11 or out of the Owner Trust Estate); provided, however, that the Holders holders of the Certificates shall not be liable for payments required to be made on the Notes Bonds or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Noteholder Bondholder in the capacity of an investor in the NotesBonds. The Holders holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust, including the Note Bond Insurer (other than in connection with the obligations described in the second preceding sentence for which the Holders holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders holders of the Certificates under this paragraph shall be evidenced by the Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Novastar Mortgage Funding Corp), Trust Agreement (Novastar Mortgage Funding Corp)
Liability of the Holders of the Certificates. The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify the Trust and the Owner Trustee for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including includ- 9 -4- ing Expenses, to the extent not paid by the Master Servicer pursuant to Section 2.11 or out of the Owner Trust Estate); provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Notes or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Noteholder in the capacity of an investor in the Notes. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust, including the Note Insurer (other than in connection with the obligations described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.
Appears in 1 contract
Liability of the Holders of the Certificates. The Holders holders of the Certificates shall be jointly and severally liable directly to and shall indemnify the Trust and the Owner Trustee for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid by the Master Servicer pursuant to Section 2.11 hereof or out of the Owner Trust Estate); provided, however, that the Holders holders of the Certificates shall not be liable for payments required to be made on the Notes Bonds or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Noteholder Bondholder in the capacity of an investor in the NotesBonds. The Holders holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust, including the Note Bond Insurer (other than in connection with the obligations described in the second preceding sentence for which the Holders holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders holders of the Certificates under this paragraph shall be evidenced by the Certificates.
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