Liabilities Assumed by the Company. The Company hereby assumes and agrees as of the Cut-Off Date to perform and pay all of the Obligations. The Initial Member and the Company agree that the conveyance contemplated by Section 2.1 and the other provisions of this Agreement is intended to be an absolute conveyance and transfer of ownership of the Loans in part by capital contribution and in part by sale. Notwithstanding anything to the contrary in this Agreement, however, it is understood and agreed that, except for the Obligations, the Initial Member shall not assign and the Company shall not assume or be liable for any of the following liabilities (the “Excluded Liabilities”):
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Samples: Loan Contribution and Sale Agreement, Loan Contribution and Sale Agreement, Contribution and Sale Agreement
Liabilities Assumed by the Company. The Company hereby assumes and agrees as of the Cut-Off Date to perform and pay all of the Obligations. The Initial Member and the Company agree that the conveyance contemplated by Section 2.1 and the other provisions of this Agreement is intended to be an absolute conveyance and transfer of ownership of the Loans Assets in part by capital contribution and in part by sale. Notwithstanding anything to the contrary in this Agreement, however, it is understood and agreed that, except for the Obligations, the Initial Member shall not assign and the Company shall not assume or be liable for any of the following liabilities (the “Excluded Liabilities”):
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Liabilities Assumed by the Company. The Company hereby assumes and agrees as of the Cut-Off Date to perform and pay all of the Obligations. The Initial Member and the Company agree that the conveyance contemplated by Section 2.1 and the other provisions of this Agreement is intended to be an absolute conveyance and transfer of ownership of the Mortgage Loans in part by capital contribution and in part by sale. Notwithstanding anything to the contrary in this Agreement, however, it is understood and agreed that, except for the Obligations, the Initial Member shall not assign and the Company shall not assume or be liable for any of the following liabilities (the “Excluded Liabilities”):
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