Administrator's and Lender's Reliance. Originator acknowledges that Administrator and Lender are entering into the transactions contemplated by the Loan Agreement in reliance upon Buyer's identity as a legal entity that is separate from Originator and any Affiliates thereof. Therefore, from and after the Closing Date, Originator will take all reasonable steps within Originator's control to maintain Buyer's identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of Originator and any Affiliates thereof and not just a division of Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own any of the Receivables and other assets acquired by Buyer, (ii) will not take any action that would cause Buyer to violate the "separateness covenants" set forth in Section 7.1(i) of the Loan Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between Originator and Buyer on an arm's-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations Sections 1.1502-33(d) and 1.1552-1. Collections . In the event any payments relating to Receivables are remitted directly to Originator or any Affiliate of Originator, Originator will remit (or will cause all such payments to be remitted) directly to a LockBox Account (which is subject to a LockBox Account Agreement) or to the Collection Account within one (1) Business Day following receipt thereof and, at all times prior to such remittance, Originator will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of Buyer and its assigns. Originator will transfer exclusive ownership, dominion and control of the Collection Account and each LockBox and LockBox Account to Buyer and, will not grant the right to take dominion and control of any LockBox, any LockBox Account or the Collection Account at a future time or upon the occurrence of a future event to any Person, except to Buyer, as contemplated by this Agreement, and to Administrator, as contemplated by the Loan Agreement. Taxes . Originator will file all tax returns and reports required by law to be filed by it and promptly pay all Covered Taxes at any time owing, except...
Administrator's and Lender's Reliance. Seller acknowledges that Purchaser is entering into the transactions contemplated by the Receivables Sale Agreement, and Administrator and Lender are entering into the transactions contemplated by the Loan Agreement, in reliance upon Purchaser's identity as a legal entity that is separate from Seller and any Affiliates thereof. Therefore, from and after the Closing Date, Seller will take all reasonable steps within Seller's control to maintain Purchaser's identity as a separate legal entity and to make it manifest to third parties that Purchaser is an entity with assets and liabilities distinct from those of Seller and any Affiliates thereof and not just a division of Seller or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Seller (i) will not hold itself out to third parties as liable for the debts of Purchaser nor purport to own any of the Receivables and other assets acquired by Purchaser, (ii) will not take any action that would cause Purchaser to violate the "separateness covenants" set forth in Section 7.1(i) of the Loan Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between Seller and Purchaser on an arm's-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations ss.ss.1.1502-33(d) and 1.1552-1.
