Common use of Separate Identity Clause in Contracts

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel to the Parent Group, delivered to the Administrative Agent and the Lenders.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders equity holders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Member or Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇& ▇▇▇▇▇ LLP, special U.S. counsel LLP delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Superior and each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s 's transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s 's sole business consists of the purchase or acceptance through capital contribution (in the case of the ParentMember) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s 's assets prior to any value in Buyer becoming available to Buyer’s Stockholders 's equityholders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by Superior and each Originator as official records. (iv) Each Superior and each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’sarm's-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Superior and each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Superior and each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Superior or Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Neither Superior nor any Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that Superior, such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of Superior, such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇’s Buyer's own funds and not from any funds of Superior, any Originator or other member of the Parent Group. (ix) Each Superior and each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Superior and each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Superior and each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇Proskauer Rose LLP and Stikeman, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer.. 745039911 21696099 18 (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel to the Parent Group, delivered to the Administrative Agent and the Lenders.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of each of (A) Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP and (B) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special U.S. counsel to the Parent Group, delivered to the Administrative Agent and the Lenders.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent Holdings and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the ParentMember) and ownership of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders equity holders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts or liabilities of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer and shall not commingle the Buyer’s assets with the assets of any other Person. (vi) Each No Originator shall, and shall cause each or shall permit any other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent Buyer or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel to the Parent Group, delivered to the Administrative Agent and the Lenders.

Separate Identity. (i) Each Originator shall, and shall cause each other member of its Affiliates included in the Parent Group to, maintain corporate records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries each Originator shall disclose the effects of each such Originator’s 's transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s 's sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of Receivables and the Transferred Receivables Related Security from the Originators and the subsequent financing resale of such Receivables pursuant and the Related Security to the Funding AgreementAdministrative Agent for the benefit of the Purchaser, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s 's assets prior to any value in Buyer becoming available to Buyer’s Stockholders 's Equity Holders and (C) the assets of Buyer are not available to pay creditors of any Originator the Originators or any other Affiliate of such Originatortheir Affiliates. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each such Originator as official records. A. M. Castle & Co., Total Plastics, Inc., ▇▇▇▇▇▇ Steel Plate Co, and Keystone Tube Company, LLC Receivables Sale and Contribution Agreement (iv) Each Originator Parent shall, and shall cause each other member of the Parent Group to, maintain an arm’s-arm's length relationship with Buyer and shall not hold itself out as being liable for the Debts Indebtedness of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of the Buyer. (vii) No Originator The Originators shall (not, and each Originator shall cause each other not permit any member of the Parent Group not to) , mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group Affiliate thereof is liable or responsible for the Debts Indebtedness of Buyer or that the assets of such Originator or any other member of the Parent Group Affiliate are available to pay the creditors of Buyer. (viii) The Each Originator shall cause operating expenses and liabilities of Buyer shall to be paid from ▇▇▇▇▇’s Buyer's own funds and not from any funds of any Originator or other member of the Parent Groupfunds. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions opinion of Pillsbury ▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel & Wood delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer.. 727160102 10435078 18 (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel to the Parent Group, delivered to the Administrative Agent and the Lenders.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of the Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) the Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the ParentMember) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) the Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Buyer’s assets prior to any value in the Buyer becoming available to the Buyer’s Stockholders equity holders and (C) the assets of the Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with the Buyer and shall not hold itself out as being liable for the Debts of the Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of the Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Member or the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of the Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of the Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of the Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of the Buyer. (viii) The operating expenses and liabilities of the Buyer shall be paid from ▇▇▇▇▇the Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with the Buyer only to those expressly permitted hereunder or under any other Related Document. (xix) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel & Maw LLP delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Purchase Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders equity holders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) Each Originator shall respond to any inquiries with respect to ownership of a Transferred Receivable by stating that Buyer is the owner of such Transferred Receivable, and that such Transferred Receivable is pledged to the Administrative Agent for the benefit of the Purchasers; (viii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viiiix) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ixx) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (xxi) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xixii) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions opinion of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel Day relating to true sale and nonconsolidation matters delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders equity holders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or Parent through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel LLP delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator The Parent shall, and shall cause each other member of its Affiliates included in the Parent Group to, maintain corporate, company or limited partnership, as applicable, records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s the Parent's transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s 's sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators Parent and the subsequent financing resale of such Receivables pursuant to the Funding AgreementLender, (B) Buyer is a separate legal corporate entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s 's assets prior to any value in Buyer becoming available to Buyer’s Stockholders 's equity holders and (C) the assets of Buyer are not available to pay creditors of any Originator the Parent or any other Affiliate of such Originatorthe Parent. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator the Parent as official records. (iv) Each Originator The Parent shall, and shall cause each other member of Affiliate included in the Parent Group to, maintain an arm’sarm's-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator The Parent shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator The Parent shall, and shall cause each other member of Affiliate included in the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of the Buyer. (vii) No Originator The Parent shall (not, and each Originator shall cause each other member of Affiliate included in the Parent Group not to) , mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group or such Affiliate is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group or such Affiliate are available to pay the creditors of Buyer. (viii) The Parent shall cause operating expenses and liabilities of Buyer shall to be paid from ▇▇▇▇▇’s Buyer's own funds and not from any funds of any Originator or other member of the Parent Groupfunds. (ix) Each Originator shallThe Parent shall at all times have, and shall cause each other member of Affiliate included in the Parent Group to, at all times have to have, stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator The Parent shall, and shall cause each other member of Affiliate included in the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator The Parent shall, and shall cause each other member of Affiliate included in the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions opinion of Pillsbury McGavick ▇▇▇▇▇▇, ▇▇ .▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel . delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of (x) Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel to the Parent GroupGroup and (y) on and after the Synnex Canada Effective Date, Gowling WLG (Canada) LLP, Ontario, special Canadian counsel to Synnex Canada, each delivered to the Administrative Agent and the Lenders.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders equity holders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Member or Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer.. Receivables Sale and Servicing Agreement (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇& ▇▇▇▇▇ LLP, special U.S. counsel LLP delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account (whether consolidated together or individually) separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders equity holders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (viv) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (viv) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Member or Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (viivi) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viiivii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (xviii) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xiix) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel Day delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of each of (A) Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Winthrop Shaw Pittman LLP and (B) Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel to the Parent Group, delivered to the Administrative Agent and the Lenders.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel LLP delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s 's transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s 's sole business consists of the purchase or acceptance through capital contribution (in the case of the ParentMember) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s 's assets prior to any value in Buyer becoming available to Buyer’s Stockholders 's equityholders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’sarm's-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of such Originator from the Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The Each Originator shall cause operating expenses and liabilities of Buyer shall to be paid from ▇▇▇▇▇’s Buyer's own funds and not from any funds of any Originator or other member of the Parent Groupfunds. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions opinion of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel L.L.P. delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the ParentAK Steel) of the Transferred Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s assets prior to any value in Buyer becoming available to Buyer’s Stockholders equityholders and (C) the assets of Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records. (iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the AK Steel or Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of Buyer. (vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of Buyer. (viii) The operating expenses and liabilities of Buyer shall be paid from ▇▇▇▇▇Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group. (ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times have stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Pillsbury ▇▇▇Weil, Gotshal & M▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel LLP delivered pursuant to the Parent Group, delivered to the Administrative Agent and the LendersSchedule of Documents.

Separate Identity. (i) Each Originator The Parent shall, and shall cause each other member of its Subsidiaries included in the Parent Group to, maintain corporate, company or limited partnership, as applicable, records and books of account separate from those of Buyer. (ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each the Originator’s 's transactions under this Agreement in accordance with GAAP and, in addition, disclose that (A) Buyer’s 's sole business consists of the purchase or acceptance through capital contribution (in the case of the Parent) of the Transferred Receivables from the Originators Originator and the subsequent financing resale of such Receivables pursuant to the Funding AgreementLender, (B) Buyer is a separate legal corporate entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Buyer’s 's assets prior to any value in Buyer becoming available to Buyer’s Stockholders 's equity holders and (C) the assets of Buyer are not available to pay creditors of any the Parent, the Originator or any other Affiliate member of such Originatorthe Parent Group. (iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each the Parent and the Originator as official records. (iv) Each Originator The Parent shall, and shall cause each other member of Subsidiary included in the Parent Group to, maintain an arm’sarm's-length relationship with Buyer and shall not hold itself out as being liable for the Debts of Buyer. (v) Each Originator The Parent shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of Buyer. (vi) Each Originator The Parent shall, and shall cause each other member of Subsidiary included in the Parent Group to, conduct its business solely in its own name or the name of the Parent or through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of the Buyer. (vii) No Originator The Parent shall (not, and each Originator shall cause each other member of Subsidiary included in the Parent Group not to) , mislead third parties by conducting or appearing to conduct business on behalf of Buyer or expressly or impliedly representing or suggesting that such the Parent, the Originator or any other member of Subsidiary included in the Parent Group is liable or responsible for the Debts of Buyer or that the assets of such the Parent, the Originator or any other member of Subsidiary included in the Parent Group are available to pay the creditors of Buyer. (viii) The Parent shall cause operating expenses and liabilities of Buyer shall to be paid from ▇▇▇▇▇’s Buyer's own funds and not from any funds of any Originator or other member of the Parent Groupfunds. (ix) Each Originator shallThe Parent shall at all times have, and shall cause each other member of Subsidiary included in the Parent Group to, at all times have to have, stationery and other business forms and a mailing address and telephone number separate from those of Buyer. (x) Each Originator The Parent shall, and shall cause each other member of Subsidiary included in the Parent Group to, at all times limit its transactions with Buyer only to those expressly permitted hereunder or under any other Related Document. (xi) Each Originator The Parent shall, and shall cause each other member of Subsidiary included in the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions opinion of Pillsbury Brobeck Phleger & Harrison LLP delivered pursuant to the Sched▇▇▇ ▇▇ D▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel to the Parent Group, delivered to the Administrative Agent and the Lenders.s.