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. 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. Originator The Seller acknowledges that the Agent Issuer, the Liquidity Banks and the Purchasers Agent (together with the "Purchasers", as defined in the Receivables Purchase Agreement) are entering into the transactions contemplated by the Receivables Purchase Agreement in reliance upon Buyerthe Purchaser's identity as a separate legal entity that is separate from Originatorthe Seller. Therefore, from and after the date of execution and delivery of this Agreement, Originator will the Seller shall take all reasonable steps including, without limitation, all steps that Buyer the Issuer, the Liquidity Banks or any assignee of Buyer Agent may from time to time reasonably request request, to maintain Buyerthe Purchaser's identity as a separate legal entity and to make it manifest to third parties that Buyer the Purchaser is an entity with assets and liabilities distinct from those of Originator the Seller and any Affiliates thereof and not just a division of Originator or any such Affiliatethe Seller. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Originator the Seller (i) will shall not hold itself out to third parties as liable for the debts of Buyer the Purchaser nor purport to own the Receivables and other assets acquired by Buyerthe Purchaser hereunder or otherwise, (ii) will shall take all other actions necessary on its part to ensure that Buyer the Purchaser is at all times in compliance with the covenants set forth in Section 7.1(iparagraph (l) of Exhibit IV of the Receivables Purchase Agreement, 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 Seller and Buyer the Purchaser 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 timesbasis.

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. Originator Morningstar hereby 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 OriginatorAMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT Morningstar and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, Originator Morningstar 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 Morningstar and any Affiliates thereof and not just a division of Originator Morningstar or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Originator Morningstar (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 observe all corporate formalities as a distinct entity, (iii) 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 (other than sub- sections (F), (G) and (M)) as though each reference to the "Seller" set forth therein were to Buyer hereunder, (iv) will maintain its Certificate or Articles of Incorporation and By-laws in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its Certificate or Articles of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents to which it is a party and (iiiv) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it Morningstar and Buyer on an arm's-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.