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. 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.

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. 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 (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 ▇▇▇▇, 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 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. 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.