Obligations Not Assumed. The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by any [[Organization B:Organization]], the Administrative Agent or any Investor, of any obligation of the SPV, any Originator, or any other Person under or in connection with the Receivables or any other Affected Asset, all of which shall remain the obligations and liabilities of the SPV and the applicable Originator.

“Assumed Trade Creditor Liabilities” means collectively, the Assumed Priority Trade Claims and the Assumed Non-Priority Trade Claims. For the avoidance of doubt, in no event shall the aggregate amount of the Assumed Trade Creditor Liabilities exceed $18,600,000 (subject to the terms and conditions set forth in this Agreement).

“Assumed Liabilities” means:

the Assumed Liabilities.

Exhibit #(a) – Assumed Liabilities

all liabilities arising prior to the Closing Date that are not Assumed Liabilities.

the Assumed Trade Creditor Liabilities;

Liabilities Guaranteed. Each Guarantor hereby, joint and severally, irrevocably and unconditionally guarantees the prompt payment at maturity of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor).

Excluded Liabilities. Other than the Assumed Liabilities, the Company shall not assume any liabilities or obligations of the Contributor of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.

Excluded Liabilities. Purchaser shall not assume or be deemed to have assumed, and Sellers shall remain solely responsible following Closing for, any and all indebtedness, contract obligations and other liabilities of Sellers ("Excluded Liabilities").