Common use of Liability of Transferor Clause in Contracts

Liability of Transferor. Notwithstanding Section 7.6 (and notwithstanding any provisions of this Agreement), the Transferor by entering into this Agreement, by its acceptance thereof, agrees to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those that would be incurred by an Investor Certificateholder as an investor in the Certificates if the Certificates were notes secured by the Mortgage Loans including, but not limited to, as a result of the performance of the Mortgage Loans, market fluctuations, a shortfall or failure to make payment under the Certificate Insurance Policy or other similar market or investment risks associated with ownership of the Certificates) arising out of or based on the arrangement created by this Agreement or the actions of the Transferor taken pursuant hereto (to the extent that, if the Trust assets at the time the claim is made were used to pay in full all outstanding Certificates, the Trust assets that would remain after the Certificateholders were paid in full would be insufficient to pay any such losses, claims, damages or liabilities) as though this Agreement created a partnership under the New York Revised Uniform Partnership Act in which the Transferor was a general partner. The rights created by this Section 7.7 shall run directly to and be enforceable by the injured party subject to the limitations hereof.

Liability of Transferor. Notwithstanding Section 7.6 (and notwithstanding 7.05 or any other provisions of this Agreement), the Transferor by entering into this Agreement, by its acceptance thereof, agrees to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those that would be incurred by an Investor a Certificateholder as an investor in the Certificates if the Certificates were notes secured by the Mortgage Loans includingTrust assets, but not limited tofor example, as a result of the performance of the Mortgage LoansTrust assets, market fluctuations, a shortfall or failure to make payment under the Certificate Insurance Policy or other similar market or investment risks associated with ownership of the Certificates) arising out of or based on the arrangement created by this Agreement or the actions of the Transferor Servicer taken pursuant hereto (to the extent that, if the Trust assets at the time the claim is made were used to pay in full all outstanding Certificates, the Trust assets that would remain after the Certificateholders and Certificate Insurer were paid in full would be insufficient to pay any such losses, claims, damages or liabilities) as though this Agreement created a partnership under the New York Delaware Revised Uniform Partnership Act in which the Transferor was a general partner. The rights created by this Section 7.7 7.06 shall run directly to and be enforceable by the injured party subject to the limitations hereof.