Common use of Lenders’ Reliance Clause in Contracts

Lenders’ Reliance. Such Transferor acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by the Credit and Security Agreement in reliance upon Buyer’s identity as a legal entity that is separate from such Transferor and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request 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 such Transferor and any Affiliates thereof and not just a division of such Transferor or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor (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 take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “separateness covenants” set forth in Section 7.1(i) of the Credit and Security Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between such Transferor and Buyer 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.

Lenders’ Reliance. Such Transferor IPCO acknowledges that the Administrative Agent Agents and the Lenders are entering into the transactions contemplated by the Credit and Security Agreement in reliance upon Buyer’s identity as a legal entity that is separate from such Transferor IPCO and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor IPCO will take all necessary and reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request 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 such Transferor IPCO and any Affiliates thereof and not just a division of such Transferor IPCO or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor IPCO (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 take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “separateness covenants” (including any applicable grace periods) set forth in Section 7.1(i) of the Credit and Security Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between such Transferor IPCO and Buyer 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.

Lenders’ Reliance. Such Transferor IPFS acknowledges that the Administrative Agent Agents and the Lenders are entering into the transactions contemplated by the Credit and Security Agreement in reliance upon Buyer’s identity as a legal entity that is separate from such Transferor IPFS and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor IPFS will take all necessary and reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request 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 such Transferor IPFS and any Affiliates thereof and not just a division of such Transferor IPFS or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor IPFS (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 take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “separateness covenants” (including any applicable grace periods) set forth in Section 7.1(i) of the Credit and Security Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between such Transferor IPFS and Buyer 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.

Lenders’ Reliance. Such Transferor Originator acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by the Credit and Security Agreement in reliance upon Buyer’s identity as a legal entity that is separate from such Transferor Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor Originator will take all necessary and reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request 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 such Transferor Originator and any Affiliates thereof and not just a division of such Transferor Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor 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 take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “separateness covenants” (including any applicable grace periods) set forth in Section 7.1(i) of the Credit and Security Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between such Transferor Originator and Buyer 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.

Lenders’ Reliance. Such Transferor Originator acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by the Credit and Security Agreement in reliance upon Buyer’s 's identity as a legal entity that is separate from such Transferor Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor Originator will take all reasonable steps including, without limitation, actions including all steps actions that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s '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 such Transferor Originator and any Affiliates thereof and not just a division of such Transferor Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor 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 take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “"separateness covenants” " set forth in Section SECTION 7.1(i) of the Credit and Security Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein Transactions or otherwise to be allocated between such Transferor Originator and Buyer on an arm’sarm'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.

Lenders’ Reliance. Such Transferor Originator acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by the Credit and Security Agreement in reliance upon Buyer’s 's identity as a legal entity that is separate from such Transferor Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor Originator will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s '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 such Transferor Originator and any Affiliates thereof and not just a division of such Transferor Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor 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 take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “"separateness covenants” " set forth in Section 7.1(iSECTION 7.1(I) of the Credit and Security Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between such Transferor Originator and Buyer on an arm’sarm's-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502ss.ss.1.1502-33(d) and 1.1552-1.

Lenders’ Reliance. Such Transferor Originator acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by the Credit and Security Agreement in reliance upon Buyer’s 's identity as a legal entity that is separate from such Transferor Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor Originator will take all reasonable steps including, without limitation, actions including all steps actions that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s '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 such Transferor Originator and any Affiliates thereof and not just a division of such Transferor Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor 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 take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “"separateness covenants” " set forth in Section SECTION 7.1(i) of the Credit and Security Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein Transactions or otherwise to be allocated between such Transferor Originator and Buyer on an arm’sarm'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.

Lenders’ Reliance. Such Transferor The Originator acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by the Credit and Security Agreement in reliance upon Buyer’s identity as a legal entity that is separate from such Transferor the Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor the Originator will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request 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 such Transferor the Originator and any Affiliates thereof and not just a division of such Transferor the Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor the 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 Transferred Assets and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “separateness covenants” set forth in Section 7.1(i) of the Credit and Security Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between such Transferor the Originator and Buyer 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.