Common use of Liabilities Assumed by the Company Clause in Contracts

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”): (a) any monetary liability or monetary obligation of the Initial Member to the extent attributable to an act, omission or circumstances that occurred or existed prior to the Cut- Off Date and that constitutes a breach or default under any contract (including any contract included in the Obligations), a tort, willful misconduct, fraud or a violation of Law by the Initial Member or a Failed Bank; (b) any monetary claim against or monetary liability of the FDIC in its capacity as receiver for a Failed Bank that, was, is or will be subject to or is required to be asserted through the receivership administrative claims processes administered by the FDIC in its capacity as receiver for a Failed Bank pursuant to 12 U.S.C. § 1821(d)(3) through (13); and (c) any monetary claim against or monetary liability based on any alleged act or omission of a Failed Bank that is not provable or allowable, or is otherwise barred against FDIC as receiver for a Failed Bank under applicable Law, including claims and liabilities that are barred under 12 U.S.C. §§ 1821(c), (d), (e) (including § 1821(e)(3)), (i), (j); 12 U.S.C. § 1822; 12 U.S.C. § 1823; or 12 U.S.C. § 1825.

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”): (a) any monetary liability or monetary obligation of the Initial Member or a Failed Bank to the extent attributable to an act, omission or circumstances that occurred or existed prior to the Cut- Cut-Off Date and that constitutes a breach or default under any contract (including any contract included in the Obligations), a tort, willful misconduct, fraud or a violation of Law by the Initial Member or a Failed Bank; (b) any monetary claim against or monetary liability of the FDIC in its capacity as receiver for a Failed Bank that, was, is or will be subject to or is required to be asserted through the receivership administrative claims processes administered by the FDIC in its capacity as receiver for a Failed Bank pursuant to 12 U.S.C. § 1821(d)(3) through (13); and (c) any monetary claim against or monetary liability based on any alleged act or omission of a Failed Bank that is not provable or allowable, or is otherwise barred against FDIC as receiver for a Failed Bank under applicable Law, including claims and liabilities that are barred under 12 U.S.C. §§ 1821(c), (d), (e) (including § 1821(e)(3)), (i), (j); 12 U.S.C. § 1822; 12 U.S.C. § 1823; or 12 U.S.C. § 1825.

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”): (a) any monetary liability or monetary obligation of the Initial Member to the extent attributable to an act, omission or circumstances that occurred or existed prior to the Cut- Off Date and that constitutes a breach or default under any contract (including any contract included in the Obligations), a tort, willful misconduct, fraud or a violation of Law by the Initial Member or a Failed Bank; (b) any monetary claim against or monetary liability of the FDIC in its capacity as receiver for a Failed Bank that, was, is or will be subject to or is required to be asserted through the receivership administrative claims processes process administered by the FDIC in its capacity as receiver for a Failed Bank pursuant to 12 U.S.C. § 1821(d)(3) through (13); and (c) any monetary claim against or monetary liability based on any alleged act or omission of a Failed Bank that is not provable or allowable, or is otherwise barred against FDIC as receiver for a Failed Bank under applicable Law, including claims and liabilities that are barred under 12 U.S.C. §§ 1821(c), (d), (e) (including § 1821(e)(3)), (i), (j); 12 U.S.C. § 1822; 12 U.S.C. § 1823; or 12 U.S.C. § 1825.