Common use of Liability of the Holders of the Certificates Clause in Contracts

Liability of the Holders of the Certificates. The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify any injured party for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid out of the Owner Trust Estate) to the extent that the Holders of the Certificates would be liable if the Trust were a corporation, and the Holders of the Certificates were common stockholders in the 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 other than as specifically provided in the following sentence. 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 (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.

Liability of the Holders of the Certificates. (a) The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify 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 out of the Owner Trust Estate) to the extent that the Holders of the Certificates would be liable if the Trust were a corporation, and the Holders of the Certificates were common stockholders in the corporation, 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 other than as specifically provided in the following sentenceNotes. The Holders of the Certificates shall be liable for and shall promptly pay any entity-entity level taxes imposed on the Trust. In addition, any third-third party creditors of the Trust 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-third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.

Liability of the Holders of the Certificates. The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify any injured party 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) to the extent that the Holders of the Certificates would be liable if the Trust were a corporation, and the Holders of the Certificates were common stockholders in the 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 other than as specifically provided in the following sentenceNotes. The Holders of the Certificates shall be liable for and shall promptly pay any entity-entity level taxes imposed on the Trust. In addition, any third-third party creditors of the Trust 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-third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.