Common use of Liabilities Assumed by the Company Clause in Contracts

Liabilities Assumed by the Company. As of the Cut-Off Date, the Company (i) assumes the Obligations, and agrees to perform and pay the Obligations when due, and (ii) in addition to and without limitation of clause (i), must indemnify and hold harmless the Transferor and the Prior Transferor from and against all costs and expenses (including attorneys’ fees and litigation and similar costs, and other out-of-pocket expenses, actually incurred in investigating, defending, asserting or preparing the defense of any Action), judgments, awards, fines, amounts paid in settlement or penalties incurred by the Transferor and/or the Prior Transferor (at any time after the Cut-Off Date) arising out of, resulting from or otherwise in connection with any Assumed Closing Date Asset Litigation. Without limitation of the preceding sentence, the Company must make such payments to the Transferor or the Prior Transferor (as applicable) as necessary to give effect to the assumption of the Obligations by the Company as of the Cut-Off Date (as if this Agreement had been executed and delivered at, and the “Obligations” determined (for purposes of this sentence) as of, the Cut-Off Date (and the Closing Date and the Cut-Off Date were the same date)), including reimbursing the Transferor and/or the Prior Transferor (as applicable) for any payments made by the Transferor and/or the Prior Transferor between the Cut-Off Date and the Closing Date in respect of the Obligations (as so determined). If there arises any question as to whether a Liability arising or becoming due or payable pursuant to or in accordance with any Transferred Contract was, in accordance with the FDIC Legal Powers legally binding on and valid against the Receiver, the Transferor’s determination in this regard will be conclusive and binding on the Company.

Liabilities Assumed by the Company. As The Company (i) hereby assumes as of the Cut-Off Date, the Company (i) assumes Date the Obligations, and agrees to perform and pay the Obligations when due, and (ii) in addition to and without limitation of clause (i), must shall indemnify and hold harmless the Transferor and the Prior Transferor from and against all costs and expenses (including attorneys’ fees and litigation and similar costs, and other out-of-pocket expenses, actually incurred in investigating, defending, asserting or preparing the defense of any Action), judgments, awards, fines, amounts paid in settlement or penalties incurred by the Transferor and/or the Prior Transferor (at any time after the Cut-Off Date) arising out of, resulting from or otherwise in connection with any Assumed Closing Date Asset Litigation. Without limitation of the preceding sentence, the Company must shall make such payments to the Transferor or the Prior Transferor (as applicable) as shall be necessary to give effect effect, as between the Company and the Transferor, to the assumption of the Obligations by the Company as of the Cut-Off Date (as if this Agreement had been executed and delivered at, and the “Obligations” determined (for purposes of this sentence) as of, the Cut-Off Date (and the Closing Date and the Cut-Off Date were the same date)), including reimbursing the Transferor and/or the Prior Transferor (as applicable) for any payments made by the Transferor and/or the Prior Transferor between the Cut-Cut- Off Date and the Closing Date in respect of the Obligations (as so determined). Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that the Company does not assume and, except and to the extent provided for in clause (ii) of the first sentence of this Section 2.2 or in Section 4.5(d), is not liable for, any Excluded Liability. If there arises any question as to whether a Liability arising or becoming due or payable pursuant to or in accordance with any Transferred Contract was, in accordance with the FDIC Legal Powers legally binding on and valid against the Receiver, the Transferor’s determination in this regard will shall be conclusive and binding on the Company.

Liabilities Assumed by the Company. As The Company (i) hereby assumes as of the Cut-Off Date, the Company (i) assumes Date the Obligations, and agrees to perform and pay the Obligations when due, and (ii) in addition to and without limitation of clause (i), must shall indemnify and hold harmless the Transferor and the Prior Transferor from and against all costs and expenses (including attorneys’ fees and litigation and similar costs, and other out-of-pocket expenses, actually incurred in investigating, defending, asserting or preparing the defense of any Action), judgments, awards, fines, amounts paid in settlement or penalties incurred by the Transferor and/or the Prior Transferor (at any time after the Cut-Off Date) arising out of, resulting from or otherwise in connection with any Assumed Closing Date Asset Litigation. Without limitation of the preceding sentence, the Company must shall make such payments to the Transferor or the Prior Transferor (as applicable) as shall be necessary to give effect effect, as between the Company and the Transferor, to the assumption of the Obligations by the Company as of the Cut-Off Date (as if this Agreement had been executed and delivered at, and the “Obligations” determined (for purposes of this sentence) as of, the Cut-Cut- Off Date (and the Closing Date and the Cut-Off Date were the same date)), including reimbursing the Transferor and/or the Prior Transferor (as applicable) for any payments made by the Transferor and/or the Prior Transferor between the Cut-Off Date and the Closing Date in respect of the Obligations (as so determined). If there arises any question as to whether a Liability arising or becoming due or payable pursuant to or in accordance with any Transferred Contract was, in accordance with the FDIC Legal Powers legally binding on and valid against the Receiver, the Transferor’s determination in this regard will shall be conclusive and binding on the Company.