Common use of Retained Claims and Release Clause in Contracts

Retained Claims and Release. The Company and the Initial Member agree that the sale of the Loans pursuant to this Agreement will exclude the transfer to the Company of all right, title and interest of the Initial Member and the Failed Bank in and to any and all claims of any nature whatsoever that might now exist or hereafter arise, whether known or unknown, that the Initial Member has or the Failed Bank had or that either might have, regardless of when any such claim is discovered, (a) against officers, directors, employees, insiders, accountants, attorneys, other persons employed by the Initial Member or any of its predecessors, underwriters or any other similar Persons who may have caused a loss to the Initial Member or any of its predecessors in connection with the initiation, origination or administration of a Loan, (b) against any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or entities who performed services for the Initial Member, the Failed Bank or any of its predecessors, relative to the initiation, origination or servicing of a Loan, (c) against any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loan or (d) against any appraiser or other Person with whom the Initial Member or the Failed Bank or any servicing agent contracted for services or title insurance in connection with the initiation, origination or servicing of a Loan.

Retained Claims and Release. The Company and the Initial Member agree that the sale contribution of the Loans pursuant to this Agreement will exclude the transfer to the Company of all right, title and interest of the Initial Member and the Failed Bank in and to any and all claims of any nature whatsoever that might now exist or hereafter arise, whether known or unknown, that the Initial Member has or the Failed Bank had or that either might have, regardless of when any such claim is discovered, (a) against officers, directors, employees, insiders, accountants, attorneys, other persons employed by the Initial Member or any of its predecessors, underwriters or any other similar Persons who may have caused a loss to the Initial Member or any of its predecessors in connection with the initiation, origination or administration of a Loan, (b) against any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or entities who performed services for the Initial Member, the Failed Bank or any of its predecessors, relative to the initiation, origination or servicing of a Loan, (c) against any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loan or (d) against any appraiser or other Person with whom the Initial Member or the Failed Bank or any servicing agent contracted for services or title insurance in connection with the initiation, origination or servicing of a Loan.