Common use of Investors’ Reliance Clause in Contracts

Investors’ Reliance. It acknowledges that the Program Agent and the Investors are entering into the transactions contemplated by the Purchase Agreement in reliance upon the identity of each of Buyer and Funding LLC as a legal entity that is separate from Originator and any of its other Affiliates. Therefore, from and after the date of execution and delivery of this Agreement, it will take all reasonable steps including all steps that Buyer, Funding LLC or any assignee of Buyer or Funding LLC may from time to time reasonably request to maintain the identity of each of Buyer and Funding LLC as a separate legal entity and to make it manifest to third parties that each of Buyer and Funding LLC is an entity with assets and liabilities distinct from those of Originator and any of its other Affiliates 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, it (i) will not hold itself out to third parties as liable for the debts of Buyer or Funding LLC nor purport to own the Receivables and other assets acquired by Buyer or Funding LLC, (ii) will take all other actions necessary on its part to ensure that each of Buyer and Funding LLC is at all times in compliance with the covenants set forth in Section 4.1(j) of the Second Tier Sale Agreement or Section 7.1(j) of the Purchase Agreement, as applicable, and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it, on the one hand, and each of Buyer and Funding LLC, on the other, on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.