Liability of the Certificateholders. No Certificateholder shall have any personal liability for any liability or obligation of the Trust, solely by reason of it being a Certificateholder.
Liability of the Certificateholders. Certificateholders and holders of beneficial interests therein 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.
Liability of the Certificateholders. No Certificateholder shall have any personal liability for any liability or obligation of the Trust. The Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of corporations under the Delaware General Corporation Law.
Liability of the Certificateholders. Subject to Section 2.05, no Certificateholder shall have any personal liability for any liability or obligation of the Trust. The Certificates shall be fully paid and nonassessable.
Liability of the Certificateholders. (a) Notwithstanding the provisions of Section 3803 of the Delaware Business Trust Act, the Depositor shall be liable directly to and shall indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would not be sufficient to pay any such liabilities, or if such liabilities in fact are not paid out of the Trust Estate) to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by a beneficial owner of a Note in its capacity as a holder of limited recourse debt or to any Certificateholder. In addition, any third party creditors of the Trust (other than in connection with the obligations to Noteholders excepted above) shall be third party beneficiaries of this paragraph.
Liability of the Certificateholders. (a) The Depositor shall be liable directly to and will indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent not paid out of the Trust Estate) to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by a holder of the Trust Certificates or a Certificate Owner in the capacity of an investor in the Trust Certificates or a holder of the Notes or a Note Owner 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 paragraph. The obligations of the Depositor under this paragraph shall be evidenced by the Trust Certificates described in Section 3.10, which shall be deemed to be separate classes of Trust Certificates from all other Trust Certificates issued by the Trust; provided that the rights and obligations evidenced by all Trust Certificates, regardless of class, except as provided in this Section, shall be identical.
Liability of the Certificateholders. No ----------------------------------- Certificateholder shall have any personal liability for any liability or obligation of the Trust.
Liability of the Certificateholders. (a) TMS Student Holdings, Inc., as holder of no less than a 1% interest in the Trust Certificates and the Originators' Interests, shall be liable directly to and will indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent not paid out of the Trust Estate) to the extent that TMS Student Holdings, Inc. would be liable if the Trust were a partnership under the _____________ Revised Uniform Limited Partnership Act in which TMS Student Holdings, Inc. were a general partner; PROVIDED, HOWEVER, that TMS Student Holdings, Inc. shall not be liable for any principal of or interest on the Certificates, the Originators' Interests or 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 TMS Student Holdings, Inc. shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of TMS Student Holdings, Inc. under this paragraph shall be evidenced by the Trust Certificates and the Originators' Interests described in Section 3.11, which shall be deemed to be a separate class of Trust Certificates and Originators' Interests from all other Trust Certificates and Originators' Interests issued by the Trust; PROVIDED that the rights and obligations evidenced by all Trust Certificates and Originators' Interests, respectively, regardless of class, except as provided in this Section, Section 5.1 hereof and Article V of the Sale and Servicing Agreement, shall be identical.
Liability of the Certificateholders. (a) The General Partner shall be liable directly to indemnify each injured party for all losses, claims, damages, liabilities and expenses of the Trust, to the extent not paid out of the Trust Property, to the extent that such Person would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act and such Person were a general partner; PROVIDED, HOWEVER, that the General Partner shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Note Owner in the capacity of an investor in the Notes; PROVIDED, FURTHER, that the General Partner shall not be liable to indemnify any injured party if such party has agreed that its recourse against the Trust for any obligation or liability of the Trust to such party shall be limited to the assets of the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the provisos to the preceding sentence for which the General Partner shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the General Partner under this paragraph shall be evidenced by the General Partner Certificates, which for purposes of the Business Trust Statute shall be deemed to be a separate class of Certificates from the Investor Certificates.
Liability of the Certificateholders. (a) The Seller shall be liable directly to and will indemnify the Noteholders or any other injured party for all losses, claims, damages, liabilities and expenses of the Trust (including expenses, to the extent not paid out of the Trust Estate) to the extent that the Seller would be liable if the Trust were a limited partnership under the Delaware Revised Uniform Limited Partnership Act in which the Seller were a general partner; provided, however, that the Seller shall not be liable (i) to any Noteholder for any losses incurred by such Noteholder in the capacity of an investor in the Notes, (ii) to any Person for any losses incurred by such Person as a result of the fraudulent actions, misrepresentations or willful misconduct of such Person or (iii) any losses, claims, damages, liabilities and expenses arising out of the imposition by any taxing authority of any federal income, 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 Noteholders, the Owner Trustee or the Indenture Trustee (including any liabilities, costs or expenses with respect thereto) with respect to any Leases not specifically indemnified 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 Seller shall not be liable) shall be deemed third party beneficiaries of this subsection 2.7(a). The obligations of the Seller under this subsection 2.7(a) shall be evidenced by the Trust Certificate issued in the name of the Seller pursuant to Section 3.2. The Trust Certificate issued to the Seller shall be deemed to be a separate class of Trust Certificates from all other Trust Certificates issued by the Trust for purposes of the Business Trust Statute; provided, however, that except as contemplated by this Section 2.7(a), the rights and obligations evidenced by all Trust Certificates shall be identical.
