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 all steps that 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 Seller 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 Seller and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor Seller will take all reasonable stepssteps including, including without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request, 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 Seller and any Affiliates thereof and not just a division of such Transferor Seller or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor Seller (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 Seller 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 ALG 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 ALG and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor ALG will take all reasonable stepssteps including, including without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request, 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 ALG and any Affiliates thereof and not just a division of such Transferor ALG or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor ALG (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 ALG 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.