HLSS’ Reliance. OLS acknowledges that the Depositor, the Issuer, the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon HLSS’s identity as a legal entity that is separate from OLS. Therefore, from and after the date of execution and delivery of this Agreement, OLS will take all reasonable steps to maintain HLSS’s identity as a separate legal entity and to make it manifest to third parties that HLSS is an entity with assets and liabilities distinct from those of OLS. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, OLS (i) will not hold itself out to third parties as liable for the debts of HLSS nor purport to own the OLS Additional Receivables and other related OLS Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxx Xxxxx LLP, dated as of the Effective Date, relating to substantive consolidation issues remain true and correct at all times.
Appears in 3 contracts
Samples: Receivables Sale Agreement (Home Loan Servicing Solutions, Ltd.), Receivables Sale Agreement (Home Loan Servicing Solutions, Ltd.), Receivables Sale Agreement (Home Loan Servicing Solutions, Ltd.)
HLSS’ Reliance. OLS acknowledges that the Depositor, the Issuer, the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon HLSS’s identity as a legal entity that is separate from OLS. Therefore, from and after the date of execution and delivery of this Agreement, OLS will take all reasonable steps to maintain HLSS’s identity as a separate legal entity and to make it manifest to third parties that HLSS is an entity with assets and liabilities distinct from those of OLS. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, OLS (i) will not hold itself out to third parties as liable for the debts of HLSS nor purport to own the OLS Additional Receivables and other related OLS Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxxx Xxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated as of the Effective Date, relating to substantive consolidation issues remain true and correct at all times.
Appears in 2 contracts
Samples: Receivables Sale Agreement (New Residential Investment Corp.), Receivables Sale Agreement (Home Loan Servicing Solutions, Ltd.)
HLSS’ Reliance. OLS acknowledges that the Depositor, the Issuer, the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon HLSS’s identity as a legal entity that is separate from OLS. Therefore, from and after the date of execution and delivery of this Agreement, OLS will take all reasonable steps to maintain HLSS’s identity as a separate legal entity and to make it manifest to third parties that HLSS is an entity with assets and liabilities distinct from those of OLS. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, OLS (i) will not hold itself out to third parties as liable for the debts of HLSS nor purport to own the OLS Additional Receivables and other related OLS Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxxx Xxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated as of the Effective Closing Date, relating to substantive consolidation issues remain true and correct at all times.
Appears in 1 contract
Samples: Receivables Sale Agreement (Home Loan Servicing Solutions, Ltd.)