Common use of Purchasers’ Reliance Clause in Contracts

Purchasers’ Reliance. Originator acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer's identity as a legal entity that is separate from Originator. Therefore, from and after the date of execution and delivery of this Agreement, 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 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 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 covenants set forth in Section 7.1(i) of the Purchase Agreement, (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it 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 and (iv) will take such other actions as are reasonably necessary on its part to ensure that the facts and assumptions set forth in the opinion of Pillsbury Winthrop LLP, as counsel for Buyer, in connection with the closing or initial Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

Purchasers’ Reliance. Such Originator acknowledges that the Program Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer's ’s identity as a legal entity that is separate from Originatorsuch Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such 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 Originator and any Affiliates thereof and not just a division of such Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own 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 covenants set forth in Section 7.1(i5.01(j) of the Purchase Agreement, it being understood that such Originator does not undertake to perform any of the obligations of Buyer under the Purchase Agreement, and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it such 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 and (iv) will take such other actions as are reasonably necessary on its part to ensure that the facts and assumptions set forth in the opinion of Pillsbury Winthrop LLP, as counsel for Buyer, in connection with the closing or initial Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times1.

Purchasers’ Reliance. The Originator acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Purchase this Agreement in reliance upon the Buyer's ’s identity as a separate legal entity that is separate from the Originator. Therefore, from and after the date of execution and delivery of this Agreement, the Originator will shall take all reasonable steps including, without limitation, all steps that Buyer the Agent or any assignee of Buyer Managing Agent or any Purchaser may from time to time reasonably request request, to maintain the Buyer's ’s identity as a separate legal entity and to make it manifest to third parties that the Buyer is an entity with assets and liabilities distinct from those of the Originator and any Affiliates thereof and not just a division of Originator or any such Affiliatethe Originator. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Originator (i) will shall not hold itself out to third parties as liable for the debts of the Buyer nor purport to own the Receivables and other assets acquired by the Buyer, (ii) will shall take all other actions necessary on its part to ensure that the Buyer is at all times in compliance with the covenants set forth in Section 7.1(i5.1(k) of the Purchase Agreement, Investor Agreement and (iii) will shall cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it the Originator and the 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 and 1. (ivi) will take (i) Collections by the Originator. The Originator shall (whether individually or in its capacity as Sub-ServicerCollection Agent pursuant to Article VI) remit all Collections received by the Originator to a Collection Account not later than the Business Day immediately after receipt of such other actions as are reasonably necessary on its part to ensure that Collections by the facts and assumptions set forth in the opinion of Pillsbury Winthrop LLPOriginator and, as counsel for Buyer, in connection with the closing or initial Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all timestimes prior to such remittance, cause such Collections shallto be held in trust by the Originator, for the exclusive benefit of the Buyer and its assignees. The Originator shall use all reasonable efforts, whether individually or in its capacity as Sub-ServicerCollection Agent, to minimize the deposit of any funds other than Collections into any of the Collection Accounts and, to the extent that any such funds are nevertheless deposited into any of such Collection Accounts, promptly identify (or cause to be identified) any such funds to the Buyer.

Purchasers’ Reliance. Originator WFLLC acknowledges that the Agent Agent, the Purchaser and the Purchasers Surety Provider are entering into the transactions contemplated by the Purchase Agreement in reliance upon the Buyer's identity as a separate legal entity that is separate from OriginatorWFLLC. Therefore, from and after the date of execution and delivery of this Agreement, WFLLC shall take and shall cause each Originator will to take all reasonable steps including, without limitation, all steps that the Buyer or any assignee of the Buyer or the Surety Provider may from time to time reasonably request request, to maintain the Buyer's identity as a separate legal entity and to make it manifest to third parties that the Buyer is an entity with assets and liabilities distinct from those of Originator WFLLC and any Affiliates thereof and not just a division of Originator or any such AffiliateWFLLC. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Originator (i) will WFLLC shall not hold hold, and shall cause each Originator not to hold, itself out to third parties as liable for the debts of the Buyer nor purport to own the Receivables and other assets Purchased Assets acquired by the Buyer, (ii) will take WFLLC shall take, and shall cause each Originator to take, all other actions necessary on its part to ensure that WFLLC and the Buyer is at all times in compliance with the "separateness" covenants set forth herein and in Section 7.1(i5.1(k) of the Purchase Agreement, Agreement and (iii) will WFLLC shall cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it WFLLC and the 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(dsections 1.150233(d) and 1.1552-1 and (iv) will take such other actions 1.15521; provided nothing herein shall prohibit Buyer from being classified as are reasonably necessary on its part to ensure that the facts and assumptions set forth in the opinion of Pillsbury Winthrop LLP, as counsel a disregarded entity for Buyer, in connection with the closing or initial Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all timestax purposes.

Purchasers’ Reliance. Such Originator acknowledges that the Agent Collateral Agent, the Managing Agents and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon the Buyer's identity as a legal entity that is separate from Originatorthe Originators, the Provider and any Affiliate or Subsidiary thereof (other than the Buyer). Therefore, from and after the date of execution and delivery of this Agreement, such Originator will take all reasonable steps including, without limitation, all steps that the Buyer or any assignee of the Buyer may from time to time reasonably request to maintain the Buyer's identity as a separate legal entity and to make it manifest to third parties that the Buyer is an entity with assets and liabilities distinct from those of Originator the Originators, the Provider and any Affiliates Affiliate or Subsidiary thereof (other than the Buyer) and not just a division of any Originator or any such AffiliateAffiliate or Subsidiary. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Originator (i) will not hold itself out to third parties as liable for the debts of the Buyer nor purport to own the Receivables and other assets acquired by the Buyer, (ii) will take all other actions necessary on its part to ensure that the Buyer is at all times in compliance with the covenants set forth in Section SECTION 7.1(i) of the Purchase Agreement, Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it such Originator and the 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 and (iv) will take such other actions as are reasonably necessary on its part to ensure that the facts and assumptions set forth in the opinion of Pillsbury Winthrop LLP, as counsel for Buyer, in connection with the closing or initial Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times1.

Purchasers’ Reliance. Originator (i) Existing Owner acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement and the other Transaction Documents in reliance upon Buyer's ’s identity as a legal entity that is separate from OriginatorExisting Owner and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, Originator Existing Owner 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 each of Buyer is an entity with assets and liabilities distinct from those of Originator Existing Owner and any Affiliates thereof and not just a division of Originator or any such AffiliateExisting Owner. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Originator Existing Owner (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Existing Receivables and other assets acquired by Buyer, and (ii) will take conduct all other actions necessary on its part to ensure that transactions with Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement, (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it and Buyer conducted strictly on an arm'sarm’s-length basis basis. (ii) From and in a manner consistent with after the procedures set forth in U.S. Treasury Regulations Sections 1.1502-33(dInitial Funding Date, the Existing Owner shall not conduct any business or activities other than (A) the business and 1.1552-1 activities contemplated and (iv) will take such other actions as are reasonably necessary on its part to ensure that the facts and assumptions set forth in the opinion of Pillsbury Winthrop LLP, as counsel for Buyer, in connection with the closing or initial Purchase under authorized by this Agreement and relating those reasonably necessary or incidental to substantive consolidation issuesits performance hereunder, (B) the distribution of the proceeds of the transfer of the Existing Receivables to the Existing Owner’s creditors and Xxxx, pursuant to, and in accordance with, the certificates accompanying such opinion, remain true Existing Owner’s operating agreement and correct in all material respects certificate of formation and (C) the winding-up and dissolution of the Existing Owner on a date that is at all timesleast one year and one day after the date of this Agreement.

Purchasers’ Reliance. Originator (i) Transferor acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement and the other Transaction Documents in reliance upon Buyer's ’s identity as a legal entity that is separate from OriginatorTransferor and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, Originator 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 ’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 Transferor and any Affiliates thereof and not just a division of Originator Transferor. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Transferor (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Transferred Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to (including in its capacity as owner of 100% of the membership interests of Buyer) ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will conduct all transactions with Buyer in connection with the transactions contemplated herein or otherwise to be conducted strictly on an arm’s-length basis. (ii) Transferor further acknowledges that Buyer, the Purchasers and the Agent are entering into the transactions contemplated by the Purchase Agreement and the other Transaction Documents in reliance upon Transferor’s identity as a legal entity that is separate from each other Xxxx Entity. Therefore, from and after the date of execution and delivery of this Agreement, Transferor shall take all reasonable steps, including, without limitation, all steps that the Buyer (or its assigns) may from time to time reasonably request, to maintain Transferor’s identity as a separate legal entity and to make it manifest to third parties that Transferor is an entity with assets and liabilities distinct from those of each other Xxxx Entity and any Affiliates thereof and not just a division of any other Xxxx Entity or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Originator Transferor will: (iA) conduct its own business in its own name and require that all full time employees of Transferor, if any, identify themselves as such and not as employees of any other Xxxx Entity (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as Transferor’s employees); (B) compensate all employees, consultants and agents directly, from Transferor’s own funds, for services provided to Transferor by such employees, consultants and agents and, to the extent any employee, consultant or agent of Transferor is also an employee, consultant or agent of any other Xxxx Entity or any Affiliate thereof, allocate the compensation of such employee, consultant or agent between Transferor and such other Xxxx Entity or such Affiliate, as applicable, on a basis that reflects the services rendered to Transferor and such other Xxxx Entity or such Affiliate, as applicable; (C) not hire any employees other than Officers in accordance with Section 4.03 of its operating agreement; (D) clearly identify its offices (by signage or otherwise) as its offices and, if any such office is located in the offices of any other Xxxx Entity or any Affiliate thereof, Transferor shall lease such office at a fair market rent; (E) use separate stationery, invoices and checks in its own name (in each case, to the extent that it has any); (F) conduct all transactions with the other Xxxx Entities and their Affiliates strictly on an arm’s length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between Transferor or any other Xxxx Entity on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use or the value of the services provided; (G) not hold out its credit or assets as being available to satisfy the obligations of others; (H) at all times have at least one member of which is an Independent Member; (I) have a board of managers separate from that of the member; (J) cause its board of managers to meet or act pursuant to written consent and keep minutes of such meetings and actions as may be required under Delaware law and its Charter Documents and observe all other Delaware limited liability company formalities and comply with all organizational formalities to maintain its separate existence; (K) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (I) the selection, maintenance or replacement of the Independent Member, (II) the dissolution or liquidation of Transferor or (III) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving Transferor, are duly authorized by unanimous vote of its Members (including the Independent Member); (L) when appropriate, obtain proper authorization from its board of managers or member for its actions; (M) maintain Transferor’s books and records separate from those of the other Xxxx Entities and their Affiliates and otherwise readily identifiable as its own assets rather than assets of the other Xxxx Entities and their Affiliates; (N) prepare its financial statements separately from those of the Xxxx Entities and insure that any consolidated financial statements of the Xxxx Entities or any Affiliate thereof that include Transferor and that are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that Transferor is a separate corporate entity and that its assets will be available first and foremost to satisfy the claims of the creditors of Transferor; (O) except as specifically otherwise provided herein or in the Transaction Documents, (I) maintain the funds or other assets of Transferor separate from, and not commingled with, those of any other Xxxx Entity or any Affiliate thereof and (II) only maintain bank accounts or other depository accounts to which Transferor alone is the account party, into which Transferor alone makes deposits and from which Transferor alone has the power to make withdrawals; (P) not pledge its assets for the benefit of any other person; (Q) pay all of Transferor’s debts and operating expenses from Transferor’s own assets (except for certain payments by the other Xxxx Entities or other Persons pursuant to allocation arrangements that comply with the requirements of this Section 4.01(h)); (R) operate its business and activities such that: it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by this Agreement and the other Transaction Documents and those reasonably necessary or incidental to its performance hereunder or thereunder; and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (I) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (II) the incurrence of obligations under this Agreement or any other Transaction Documents to which it is a party, (III) the incurrence of obligations, as expressly contemplated in the Receivable Sale Agreement, and (IV) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement; (S) maintain its certificate of formation and operating agreement in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify certificates of formation or operating agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, this Section 4.01(h) of this Agreement; (T) maintain the effectiveness of, and continue to perform under the Receivables Sale Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Receivables Sale Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Receivables Sale Agreement or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Buyer and the Agent (as Buyer’s assign); (U) maintain its limited liability company separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary; (V) hold itself out to third parties the public (including any Affiliate’s creditors) under its own name and as liable for the debts a separate and distinct entity and not as a department, division or otherwise of Buyer nor purport to own the Receivables any Affiliate and other assets acquired by Buyer, correct any known misunderstanding regarding its separate identity; (iiW) will take all other actions necessary on its part to ensure that Buyer is maintain at all times a Net Worth at least equal to the Required Capital Amount and refrain from making any dividend, distribution, redemption of capital stock or payment of any subordinated indebtedness which would cause the Required Capital Amount to cease to be so maintained; and (X) cause the managers, officers, agents and other representatives of Buyer to act at all times with respect to Buyer consistently and in compliance with the covenants set forth in Section 7.1(i) furtherance of the Purchase Agreement, (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it 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 and (iv) will take such other actions as are reasonably necessary on its part to ensure that the facts and assumptions set forth in the opinion of Pillsbury Winthrop LLP, as counsel for Buyer, in connection with the closing or initial Purchase under this Agreement and relating to substantive consolidation issues, foregoing and in the certificates accompanying such opinion, remain true and correct in all material respects at all timesbest interests of Buyer.

Purchasers’ Reliance. Such Originator acknowledges that the -------------------- Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer's identity as a legal entity that is separate from Originatorsuch Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such 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 Originator and any Affiliates thereof and not just a division of such Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such 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 covenants "separateness covenants" set forth in Section 7.1(i) of the -------------- Purchase Agreement, Agreement and (iii) will cause all tax Tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it such 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(S)(S)1.1502-33(d) and 1.1552-1 and (iv) will take such other actions as are reasonably necessary on its part to ensure that the facts and assumptions set forth in the opinion of Pillsbury Winthrop LLP, as counsel for Buyer, in connection with the closing or initial Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times1.

Purchasers’ Reliance. Originator acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement and the other Transaction Documents in reliance upon Buyer's ’s and the GFII’s identity as a legal entity that is separate from OriginatorOriginator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, Originator will take all reasonable steps including, without limitation, all steps that Buyer and GFII or any assignee of Buyer or GFII may from time to time reasonably request to maintain Buyer's ’s and GFII’s identity as a separate legal entity and to make it manifest to third parties that each of Buyer and GFII 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 AffiliateOriginator. 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 or GFII nor purport to own the Qualified Receivables and other assets acquired by BuyerBuyer or GFII, (ii) will take all other actions necessary on its part to (including in its capacity as owner of 100% of the membership interests of Buyer) ensure that Buyer (A) GFII is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement, Agreement and (B) Buyer is at all times in compliance with Section 4.01(h) of the Purchase and Sale Agreement and (iii) will cause conduct all tax liabilities arising transactions with Buyer and GFII in connection with the transactions contemplated herein or otherwise to be allocated between it and Buyer conducted strictly 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 and (iv) will take such other actions as are reasonably necessary on its part to ensure that the facts and assumptions set forth in the opinion of Pillsbury Winthrop LLP, as counsel for Buyer, in connection with the closing or initial Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all timesbasis.