Common use of Separate Corporate Existence of the Borrower Clause in Contracts

Separate Corporate Existence of the Borrower. The Borrower hereby acknowledges that the Lenders and the Agent are entering into the transactions contemplated hereby in reliance upon the Borrower’s identity as a legal entity separate from the Performance Guarantor, the Servicer and their other Affiliates. Therefore, the Borrower shall, from the date hereof until the Final Payout Date, take all steps specifically required by this Agreement or reasonably required by the Agent to continue the Borrower’s identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Performance Guarantor or any other Person. Without limiting the foregoing, the Borrower will, from the date hereof until the Final Payout Date, take such actions as shall be required in order that: (a) The Borrower will be a limited purpose company whose primary activities are restricted in its organizational documents to purchasing or otherwise acquiring from Seller, owning, holding, granting security interests in the Collateral, entering into agreements for the financing and servicing of the Receivables, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (b) Not less than one member of the Borrower’s board of managers (the “Independent Manager”) shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder (other than through a mutual fund the investment decisions of which are not controlled by such person), officer, director, employee, affiliate, associate, material supplier or material customer of Performance Guarantor or any of its Affiliates (other than an Affiliate organized with a limited purpose charter for the purpose of acquiring receivables or other financial assets or intangible property). The organizational documents of the Borrower shall provide that (i) at least one member of the Borrower’s board of managers or other similar governing body shall be an Independent Manager, (ii) the Borrower’s board of managers or other similar governing body shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Manager shall approve the taking of such action in writing prior to the taking of such action and (iii) the provisions requiring an Independent Manager and the provision described in clauses (i) and (ii) of this paragraph (b) cannot be amended without the prior written consent of the Independent Manager; (c) The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Borrower or any Affiliate thereof; (d) Any director, employee, consultant or agent of the Borrower will be compensated from the Borrower’s funds for services provided to the Borrower. The Borrower will not engage any agents other than its attorneys, auditors and other professionals and a servicer (which servicer will be fully compensated for its services by payment of the Servicer’s Fee) and any other agent contemplated by the Transaction Documents for the Collateral; (e) The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service the Collateral. The Borrower will pay the Servicer the Servicer’s Fee pursuant hereto. The Borrower will not incur any material indirect or overhead expenses for items shared with Performance Guarantor (or any other Affiliate thereof) which are not reflected in the Servicer’s Fee. To the extent, if any, that the Borrower (or any other Affiliate thereof) shares items of expenses not reflected in the Servicer’s Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Performance Guarantor shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Borrower’s operating expenses will not be paid by any other Loan Party or other Affiliate of the Borrower; (g) The Borrower will have its own stationery; (h) The books of account, financial reports and corporate records of the Borrower will be maintained separately from those of Performance Guarantor and each other Affiliate of the Borrower; (i) Any financial statements of any Loan Party or Affiliate thereof which are consolidated to include the Borrower will contain detailed notes clearly stating that (A) all of the Borrower’s assets are owned by the Borrower, and (B) the Borrower is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders; and the accounting records and the published financial statements of the Seller will clearly show that, for accounting purposes, the Receivables and Related Assets have been sold by the Seller to the Borrower; (j) The Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer and the other Affiliates; (k) Each Affiliate of the Borrower will strictly observe corporate formalities in its dealings with the Borrower, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Borrower will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Borrower will maintain joint bank accounts with the Borrower or other depository accounts with the Borrower to which any such Affiliate (other than in the Borrower’s or such Affiliate’s existing or future capacity as the Servicer hereunder or under the Purchase and Sale Agreement) has independent access, provided that prior to demand by the Agent pursuant to Section 7.1(i) to establish a segregated Collection Account, Collections may be deposited into general accounts of Performance Guarantor, subject to the obligations of the Servicer hereunder; (m) No Affiliate of the Borrower shall, directly or indirectly, name the Borrower or enter into any agreement to name the Borrower as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Borrower; (n) Each Affiliate of the Borrower will maintain arm’s length relationships with the Borrower, and each Affiliate of the Borrower that renders or otherwise furnishes services or merchandise to the Borrower will be compensated by the Borrower at market rates for such services or merchandise; (o) No Affiliate of the Borrower will be, nor will it hold itself out to be, responsible for the debts of the Borrower or the decisions or actions in respect of the daily business and affairs of the Borrower. Packaging Corporation of America and the Borrower will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Borrower will keep correct and complete books and records of account and minutes of the meetings and other proceedings of its member(s) and board of managers, and the resolutions, agreements and other instruments of the Borrower will be continuously maintained as official records by the Borrower; and (q) Each of the Borrower, on the one hand, and the Seller and the Originator, on the other hand, will conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Borrower. The Borrower Each Loan Party hereby acknowledges that the Lenders and the Agent Agents are entering into the transactions contemplated hereby in reliance upon the Borrower’s 's identity as a legal entity separate from the Performance Guarantor, the Servicer and their its other Affiliates. Therefore, the Borrower shall, from the date hereof until the Final Payout Date, each Loan Party shall take all steps specifically required by this Agreement or reasonably required by any of the Agent Agents to continue the Borrower’s 's identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Performance Guarantor INTERIM SERVICES or any other Person. Without limiting the foregoing, the Borrower will, from the date hereof until the Final Payout Date, each Loan Party will take such actions as shall be required in order that: (a) The Borrower will be a limited purpose company corporation whose primary activities are restricted in its organizational documents Certificate of Incorporation to purchasing or otherwise acquiring from Sellerany of the Originators, owning, holding, granting security interests in the Collateral, entering into agreements for the financing and servicing of the Receivables, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (b) Not less than one member of the Borrower’s board 's Board of managers Directors (the “Independent Manager”"INDEPENDENT DIRECTOR") shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder (other than through a mutual fund the investment decisions of which are not controlled by such person)stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Performance Guarantor INTERIM SERVICES or any of its Affiliates (other than an Affiliate organized with a limited purpose charter for the purpose of acquiring receivables or other financial assets or intangible property). The organizational documents certificate of incorporation of the Borrower shall provide that (ia) at least one member of the Borrower’s board 's Board of managers or other similar governing body Directors shall be an Independent ManagerDirector, (iib) the Borrower’s board 's Board of managers or other similar governing body Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Manager Director shall approve the taking of such action in writing prior to the taking of such action and (iiic) the provisions requiring an Independent Manager independent director and the provision described in clauses (ia) and (iib) of this paragraph (bii) cannot be amended without the prior written consent of the Independent ManagerDirector; (c) The Independent Manager Director shall not at any time serve as a trustee in bankruptcy for the Borrower or any Affiliate thereof; (d) Any director, employee, consultant or agent of the Borrower will be compensated from the Borrower’s 's funds for services provided to the Borrower. The Borrower will not engage any agents other than its attorneys, auditors and other professionals and a servicer (and any other agent contemplated by the Transaction Documents for the Collateral, which servicer will be fully compensated for its services by payment of the Servicer’s 's Fee) , and any other agent contemplated by certain organizational expenses in connection with the Transaction Documents for formation of the CollateralBorrower; (e) The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service the Collateral. The Borrower will pay the Servicer the Servicer’s 's Fee pursuant hereto. The Borrower will not incur any material indirect or overhead expenses for items shared with Performance Guarantor INTERIM SERVICES (or any other Affiliate thereof) which are not reflected in the Servicer’s 's Fee. To the extent, if any, that the Borrower (or any other Affiliate thereof) shares items of expenses not reflected in the Servicer’s 's Fee, for legal, auditing and other professional services and directors’ ' fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Performance Guarantor INTERIM SERVICES shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Borrower’s 's operating expenses will not be paid by any other Loan Party or other Affiliate of the Borrower; (g) The Borrower will have its own stationery; (h) The books of account, financial reports and corporate records of the Borrower will be maintained separately from those of Performance Guarantor INTERIM SERVICES and each other Affiliate of the Borrower; (i) Any financial statements of any Loan Party or Affiliate thereof which are consolidated to include the Borrower will contain detailed notes clearly stating that (A) all of the Borrower’s 's assets are owned by the Borrower, and (B) the Borrower is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Borrower’s 's assets prior to any value in the Borrower becoming available to the Borrower’s 's equity holders; and the accounting records and the published financial statements of each of the Seller Originators will clearly show that, for accounting purposes, the Receivables and Related Assets have been sold by the Seller such Originator to the Borrower; (j) The Borrower’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer and the other Affiliates; (k) Each Affiliate of the Borrower will strictly observe corporate formalities in its dealings with the Borrower, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Borrower will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Borrower will maintain joint bank accounts with the Borrower or other depository accounts with the Borrower to which any such Affiliate (other than in the Borrower’s 's or such Affiliate’s 's existing or future capacity as the Servicer hereunder or under the Purchase and Sale Agreement) has independent access, provided PROVIDED that prior to demand by the Collateral Agent pursuant to Section SECTION 7.1(i) to establish a segregated Collection Account, Collections may be deposited into general accounts of Performance GuarantorINTERIM SERVICES, subject to the obligations of the Servicer hereunder; (m) No Affiliate of the Borrower shall, directly or indirectly, name the Borrower or enter into any agreement to name the Borrower as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Borrower; (n) Each Affiliate of the Borrower will maintain arm’s 's length relationships with the Borrower, and each Affiliate of the Borrower that renders or otherwise furnishes services or merchandise to the Borrower will be compensated by the Borrower at market rates for such services or merchandise; (o) No Affiliate of the Borrower will be, nor will it hold itself out to be, responsible for the debts of the Borrower or the decisions or actions in respect of the daily business and affairs of the Borrower. Packaging Corporation of America INTERIM SERVICES and the Borrower will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Borrower will keep correct and complete books and records of account and minutes of the meetings and other proceedings of its member(s) stockholder and board of managersdirectors, as applicable, and the resolutions, agreements and other instruments of the Borrower will be continuously maintained as official records by the Borrower; and (q) Each of the Borrower, on the one hand, and the Seller and the OriginatorOriginators, on the other hand, will conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Borrower. The Borrower Each Loan Party hereby acknowledges that the Lenders and the Agent are entering into the transactions contemplated hereby in reliance upon the Borrower’s 's identity as a legal entity separate from the Performance Guarantor, the Servicer and their its other Affiliates. Therefore, the Borrower shall, from the date hereof until the Final Payout Date, each Loan Party shall take all steps specifically required by this Agreement or reasonably required by the Agent to continue the Borrower’s 's identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Performance Guarantor PCC or any other Person. Without limiting the foregoing, the Borrower will, from the date hereof until the Final Payout Date, each Loan Party will take such actions as shall be required in order that: (a) The Borrower will be a limited purpose company corporation whose primary activities are restricted in its organizational documents certificate of incorporation to purchasing or otherwise acquiring from SellerPCC, owning, holding, granting security interests in the Collateral, entering into agreements for the financing and servicing of the Receivables, making loans to the Originators, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (b) Not less than one (1) member of the Borrower’s board 's Board of managers Directors (the “"Independent Manager”Director") shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder (other than through a mutual fund the investment decisions of which are not controlled by such person)stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Performance Guarantor PCC or any of its Affiliates (other than an Affiliate organized with a limited purpose charter for the purpose of acquiring receivables or other financial assets or intangible property). The organizational documents certificate of incorporation of the Borrower shall provide that (ia) at least one (1) member of the Borrower’s board 's Board of managers or other similar governing body Directors shall be an Independent ManagerDirector, (iib) the Borrower’s board 's Board of managers or other similar governing body Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Manager Director shall approve the taking of such action in writing prior to the taking of such action and (iiic) the provisions requiring an Independent Manager independent director and the provision described in clauses (ia) and (iib) of this paragraph (bii) cannot be amended without the prior written consent of the Independent ManagerDirector; (c) The Independent Manager Director shall not at any time serve as a trustee in bankruptcy for the Borrower or any Affiliate thereof; (d) Any director, employee, consultant or agent of the Borrower will be compensated from the Borrower’s 's funds for services provided to the Borrower. The Borrower will not engage any agents other than its attorneys, auditors and other professionals and a servicer (and any other agent contemplated by the Transaction Documents for the Collateral, which servicer will be fully compensated for its services by payment of the Servicer’s 's Fee) , and any other agent contemplated by certain organizational expenses in connection with the Transaction Documents for formation of the CollateralBorrower; (e) The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service the Collateral. The Borrower will pay the Servicer the Servicer’s 's Fee pursuant hereto. The Borrower will not incur any material indirect or overhead expenses for items shared with Performance Guarantor PCC (or any other Affiliate thereof) which are not reflected in the Servicer’s 's Fee. To the extent, if any, that the Borrower (or any other Affiliate thereof) shares items of expenses not reflected in the Servicer’s 's Fee, for legal, auditing and other professional services and directors’ ' fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Performance Guarantor PCC shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Borrower’s 's operating expenses will not be paid by any other Loan Party or other Affiliate of the Borrower; (g) The Borrower will have its own stationery; (h) The books of account, financial reports and corporate records of the Borrower will be maintained separately from those of Performance Guarantor PCC and each other Affiliate of the Borrower; (i) Any financial statements of any Loan Party or Affiliate thereof which are consolidated to include the Borrower will contain detailed notes clearly stating that (A) all of the Borrower’s 's assets are owned by the Borrower, and (B) the Borrower is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Borrower’s 's assets prior to any value in the Borrower becoming available to the Borrower’s 's equity holders; and the accounting records and the published financial statements of each of the Seller Originators will clearly show that, for accounting purposes, the Receivables and Related Assets have been sold by the Seller such Originator to the Borrower; (j) The Borrower’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer and the other Affiliates; (k) Each Affiliate of the Borrower will strictly observe corporate formalities in its dealings with the Borrower, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Borrower will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Borrower will maintain joint bank accounts with the Borrower or other depository accounts with the Borrower to which any such Affiliate (other than in the Borrower’s 's or such Affiliate’s 's existing or future capacity as the Servicer hereunder or under the Purchase and Sale Agreement) has independent access, provided that prior to demand by the Agent pursuant to Section 7.1(i) to establish a segregated Collection Account, Collections may be deposited into general accounts of Performance GuarantorPCC, subject to the obligations of the Servicer hereunder; (m) No Affiliate of the Borrower shall, directly or indirectly, name the Borrower or enter into any agreement to name the Borrower as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Borrower; (n) Each Affiliate of the Borrower will maintain arm’s 's length relationships with the Borrower, and each Affiliate of the Borrower that renders or otherwise furnishes services or merchandise to the Borrower will be compensated by the Borrower at market rates for such services or merchandise; (o) No Affiliate of the Borrower will be, nor will it hold itself out to be, responsible for the debts of the Borrower or the decisions or actions in respect of the daily business and affairs of the Borrower. Packaging Corporation of America PCC and the Borrower will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Borrower will keep correct and complete books and records of account and minutes of the meetings and other proceedings of its member(s) stockholder and board of managersdirectors, as applicable, and the resolutions, agreements and other instruments of the Borrower will be continuously maintained as official records by the Borrower; and (q) Each of the Borrower, on the one hand, and the Seller and the OriginatorOriginators, on the other hand, will conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Borrower. The Borrower hereby acknowledges that the Lenders and the Agent are entering into the transactions contemplated hereby in reliance upon the Borrower’s 's identity as a legal entity separate from the Performance Guarantor, the Servicer and their its other Affiliates. Therefore, the Borrower shall, from the date hereof until the Final Payout Date, shall take all steps specifically required by this Agreement or reasonably required by the Agent to continue the Borrower’s 's identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Performance Guarantor or any other Person. Without limiting the foregoing, the Borrower will, from the date hereof until the Final Payout Date, will take such actions as shall be required in order that: (a) The Borrower will be a limited purpose company whose primary activities are restricted in its organizational documents Certificate of Formation or other equivalent certificate to purchasing or otherwise acquiring from Seller, owning, holding, granting security interests in the Collateral, entering into agreements for the financing and servicing of the Receivables, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (b) Not less than one member of the Borrower’s board 's Board of managers Managers (the “Independent Manager”"INDEPENDENT MANAGER") shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder (other than through a mutual fund the investment decisions of which are not controlled by such person), officer, director, employee, affiliate, associate, material supplier or material customer of Performance Guarantor or any of its Affiliates (other than an Affiliate organized with a limited purpose charter for the purpose of acquiring receivables or other financial assets or intangible property). The organizational documents certificate of formation or other equivalent certificate of the Borrower shall provide that (ia) at least one member of the Borrower’s board 's Board of managers Managers or other similar governing body shall be an Independent Manager, (iib) the Borrower’s board 's Board of managers Managers or other similar governing body shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Manager shall approve the taking of such action in writing prior to the taking of such action and (iiic) the provisions requiring an Independent Manager independent director and the provision described in clauses (ia) and (iib) of this paragraph (bii) cannot be amended without the prior written consent of the Independent Manager; (c) The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Borrower or any Affiliate thereof; (d) Any director, employee, consultant or agent of the Borrower will be compensated from the Borrower’s 's funds for services provided to the Borrower. The Borrower will not engage any agents other than its attorneys, auditors and other professionals and a servicer (which servicer will be fully compensated for its services by payment of the Servicer’s 's Fee) and any other agent contemplated by the Transaction Documents for the Collateral; (e) The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service the Collateral. The Borrower will pay the Servicer the Servicer’s 's Fee pursuant hereto. The Borrower will not incur any material indirect or overhead expenses for items shared with Performance Guarantor (or any other Affiliate thereof) which are not reflected in the Servicer’s 's Fee. To the extent, if any, that the Borrower (or any other Affiliate thereof) shares items of expenses not reflected in the Servicer’s 's Fee, for legal, auditing and other professional services and directors’ ' fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Performance Guarantor shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Borrower’s 's operating expenses will not be paid by any other Loan Party or other Affiliate of the Borrower; (g) The Borrower will have its own stationery; (h) The books of account, financial reports and corporate records of the Borrower will be maintained separately from those of Performance Guarantor and each other Affiliate of the Borrower; (i) Any financial statements of any Loan Party or Affiliate thereof which are consolidated to include the Borrower will contain detailed notes clearly stating that (A) all of the Borrower’s 's assets are owned by the Borrower, and (B) the Borrower is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Borrower’s 's assets prior to any value in the Borrower becoming available to the Borrower’s 's equity holders; and the accounting records and the published financial statements of the Seller will clearly show that, for accounting purposes, the Receivables and Related Assets have been sold by the Seller to the Borrower; (j) The Borrower’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer and the other Affiliates; (k) Each Affiliate of the Borrower will strictly observe corporate formalities in its dealings with the Borrower, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Borrower will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Borrower will maintain joint bank accounts with the Borrower or other depository accounts with the Borrower to which any such Affiliate (other than in the Borrower’s 's or such Affiliate’s 's existing or future capacity as the Servicer hereunder or under the Purchase and Sale Agreement) has independent access, provided that prior to demand by the Agent pursuant to Section 7.1(i) to establish a segregated Collection Account, Collections may be deposited into general accounts of Performance Guarantor, subject to the obligations of the Servicer hereunder; (m) No Affiliate of the Borrower shall, directly or indirectly, name the Borrower or enter into any agreement to name the Borrower as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Borrower; (n) Each Affiliate of the Borrower will maintain arm’s 's length relationships with the Borrower, and each Affiliate of the Borrower that renders or otherwise furnishes services or merchandise to the Borrower will be compensated by the Borrower at market rates for such services or merchandise; (o) No Affiliate of the Borrower will be, nor will it hold itself out to be, responsible for the debts of the Borrower or the decisions or actions in respect of the daily business and affairs of the Borrower. Packaging Corporation of America and the Borrower will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Borrower will keep correct and complete books and records of account and minutes of the meetings and other proceedings of its member(s) stockholder and board of managersdirectors, as applicable, and the resolutions, agreements and other instruments of the Borrower will be continuously maintained as official records by the Borrower; and (q) Each of the Borrower, on the one hand, and the Seller and the Originator, on the other hand, will conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.. -27-

Separate Corporate Existence of the Borrower. The Borrower Each Loan Party hereby acknowledges that the Lenders Lender and the Agent Administrator are entering into the transactions contemplated hereby in reliance upon the Borrower’s identity as a legal entity separate from the Performance Guarantor, the Servicer Originators and their its other Affiliates. Therefore, the Borrower shall, from the date hereof until the Final Payout Date, each Loan Party shall take all steps specifically required by this Agreement or reasonably required by the Agent Administrator to continue the Borrower’s identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Performance Guarantor Xxxxxx or any other Person. Without limiting the foregoing, the Borrower will, from the date hereof until the Final Payout Date, each Loan Party will take such actions as shall be required in order that: (ai) The Borrower will be a limited purpose company whose primary activities are restricted in its organizational documents Certificate of Formation to purchasing or otherwise acquiring from SellerLTR LLC, owning, holding, granting security interests interests, or selling interests, in the CollateralReceivables and Related Assets, entering into agreements for the financing selling and servicing of the Receivables, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (bii) Not less than one member of the Borrower’s board Board of managers Managers (the “Independent Manager”) shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder (other than through a mutual fund the investment decisions of which are not controlled by such person)stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Performance Guarantor Xxxxxx or any of its Affiliates (other than an Affiliate organized with a limited purpose charter for the purpose of acquiring receivables or other financial assets or intangible property)Affiliates. The organizational documents certificate of incorporation of the Borrower shall provide that (ia) at least one member of the Borrower’s board Board of managers or other similar governing body Managers shall be an Independent Manager, (iib) the Borrower’s board Board of managers or other similar governing body Managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Manager shall approve the taking of such action in writing prior to the taking of such action and (iiic) the provisions requiring an Independent Manager independent director and the provision described in clauses (ia) and (iib) of this paragraph (bii) cannot be amended without the prior written consent of the Independent Manager; (ciii) The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Borrower or any Affiliate thereof; (div) Any director, employee, consultant or agent of the Borrower will be compensated from the Borrower’s funds for services provided to the Borrower. The Borrower will not engage any agents other than its attorneys, auditors and other professionals professionals, and a servicer (and any other agent contemplated by the Transaction Documents for the Receivables, which servicer the Servicer will be fully compensated for its services by payment of the Servicer’s Fee) , and any other agent contemplated by certain organizational expenses in connection with the Transaction Documents for formation of the CollateralBorrower; (ev) The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service the CollateralReceivables. The Borrower will pay the Servicer the Servicer’s Fee pursuant hereto. The Borrower will not incur any material indirect or overhead expenses for items shared with Performance Guarantor Xxxxxx Collections (or any other Affiliate thereof) which are not reflected in the Servicer’s Fee. To the extent, if any, that the Borrower (or any other Affiliate thereof) shares share items of expenses not reflected in the Servicer’s Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Performance Guarantor Xxxxxx shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (fvi) The Borrower’s operating expenses will not be paid by any other Loan Party or other Affiliate of the Borrower; (gvii) The Borrower will have its own stationery; (hviii) The books of account, financial reports and corporate records of the Borrower will be maintained separately from those of Performance Guarantor Xxxxxx and each other Affiliate of the Borrower; (iix) Any financial statements of any Loan Party or Affiliate thereof which are consolidated to include the Borrower will contain detailed notes clearly stating that (A) all of the Borrower’s assets are owned by the Borrower, and (B) the Borrower is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders; and the accounting records and the published financial statements of the Seller Originators will clearly show that, for accounting purposes, the Receivables and Related Assets have been sold by the Seller Originators to Xxxxxx Receivables and by Xxxxxx Receivables to LTR LLC and by LTR LLC to the Borrower; (jx) The Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer and the other Affiliates; (kxi) Each Affiliate of the Borrower will strictly observe corporate organizational formalities in its dealings with the Borrower, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Borrower will not be commingled with those of any of its Affiliates; (lxii) No Affiliate of the Borrower will maintain joint bank accounts with the Borrower or other depository accounts with the Borrower to which any such Affiliate (other than in the Borrower’s or such Affiliate’s existing or future its capacity as the Servicer hereunder or under the Purchase and Sale AgreementAgreement (Step 3)) has independent access, provided that prior to demand by the Agent pursuant to Section 7.1(i) to establish occurrence of a segregated Collection AccountXxxxxx Credit Event, Collections may be deposited into general accounts of Performance Guarantor, held by the Servicer subject to the obligations of the Servicer hereunderpursuant to Section 3.2(c); (mxiii) No Affiliate of the Borrower shall, directly or indirectly, name the Borrower or enter into any agreement to name the Borrower as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Borrower; (nxiv) Each Affiliate of the Borrower will maintain arm’s length relationships with the Borrower, and each Affiliate of the Borrower that renders or otherwise furnishes services or merchandise to the Borrower will be compensated by the Borrower at market rates for such services or merchandise; (oxv) No Affiliate of the Borrower will be, nor will it hold itself out to be, responsible for the debts of the Borrower or the decisions or actions in respect of the daily business and affairs of the Borrower. Packaging Corporation of America Xxxxxx Collections and the Borrower will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (pxvi) The Borrower will keep correct and complete books and records of account and minutes of the meetings and other proceedings of its member(s) stockholder and board of managersdirectors, as applicable, and the resolutions, agreements and other instruments of the Borrower will be continuously maintained as official records by the Borrower; and (qxvii) Each of the The Borrower, on the one hand, and the Seller Loan Parties, Xxxxxx Receivables, LTR LLC and the OriginatorOriginators, on the other hand, will conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Borrower. The Borrower hereby acknowledges that the Lenders and parties to the Agent Transaction Documents are entering into the transactions contemplated hereby by the Transaction Documents in reliance upon on the Borrower’s identity as a legal entity separate from the Performance Guarantor, the Servicer Lessee and their all other AffiliatesPersons. Therefore, the Borrower shall, from and after the date hereof until the Final Payout Dateof execution and delivery of this Agreement, Borrower will take all reasonable steps specifically required by this Agreement or reasonably required by the Agent to continue the maintain Borrower’s identity as a separate legal entity and to make it apparent manifest to third Persons parties that the Borrower is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Performance Guarantor or any other Person. Without limiting the foregoing, the Borrower will, from From and after the date hereof until one year and one day after all of the Final Payout Date, take such actions as shall be required Borrower’s Obligations have been repaid in order thatfull: (ai) The Borrower will be a limited purpose company whose primary activities are restricted conduct its business in its organizational documents office space allocated to purchasing or otherwise acquiring from Seller, owning, holding, granting security interests in the Collateral, entering into agreements it and for the financing which it pays an appropriate rent and servicing of the Receivables, and conducting such other activities as it deems necessary or appropriate to carry out its primary activitiesoverhead allocation; (bii) Borrower will maintain corporate records and books of account separate from those of any other entity and telephone numbers and stationery that are separate and distinct from those of any other entity; (iii) Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other entity; (iv) Borrower will strictly observe corporate formalities in its dealings with the public and with any other entity, and funds or other assets of Borrower will not be commingled with those of any other entity. Borrower will at all times, in its dealings with the public and with any other entity, hold itself out and conduct itself as a legal entity separate and distinct from any other entity. Borrower will not maintain joint bank accounts or other depository accounts to which any other entity has independent access; (v) The duly elected board of directors of Borrower and duly appointed officers of Borrower will at all times have sole authority to control decisions and actions with respect to the daily business affairs of Borrower; (vi) Not less than one member of the Borrower’s board of managers (the “Independent Manager”) shall directors will be an individual who is not, and never has been, a direct, indirect Independent Director. Borrower will observe those provisions in its certificate of incorporation or beneficial stockholder (other than through a mutual fund the investment decisions of which are not controlled by such person), officer, director, employee, affiliate, associate, material supplier or material customer of Performance Guarantor or any of its Affiliates (other than an Affiliate organized with a limited purpose charter for the purpose of acquiring receivables or other financial assets or intangible property). The organizational documents of the Borrower shall by-laws that provide that (i) at least one member of the Borrower’s board of managers or other similar governing body shall be an Independent Manager, (ii) the Borrower’s board of managers or other similar governing body shall directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Manager shall Director and all other members of Borrower’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action and (iii) the provisions requiring an Independent Manager and the provision described in clauses (i) and (ii) of this paragraph (b) cannot be amended without the prior written consent of the Independent Manageraction; (cvii) The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Borrower or any Affiliate thereof; (d) Any director, employee, consultant or agent of the Borrower will be compensated compensate each of its employees, consultants and agents from the Borrower’s its own funds for services provided to the Borrower. The Borrower will not engage any agents other than its attorneys, auditors and other professionals and a servicer (which servicer will be fully compensated for its services by payment of the Servicer’s Fee) and any other agent contemplated by the Transaction Documents for the Collateral; (e) The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service the Collateral. The Borrower will pay the Servicer the Servicer’s Fee pursuant hereto. The Borrower will not incur any material indirect or overhead expenses for items shared with Performance Guarantor (or any other Affiliate thereof) which are not reflected in the Servicer’s Fee. To the extent, if any, that the Borrower (or any other Affiliate thereof) shares items of expenses not reflected in the Servicer’s Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Performance Guarantor shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Borrower’s operating expenses will not be paid by any other Loan Party or other Affiliate of the Borrower; (gviii) The Borrower will have its own stationerynot hold itself out to be responsible for the debts of any other Person; (hix) The books of account, financial reports and corporate records of the Borrower will be maintained separately from those of Performance Guarantor and each other Affiliate of the Borrower; (i) Any cause all financial statements of any Loan Party or Affiliate thereof which each Person other than Borrower that are consolidated to include the Borrower will to contain detailed notes appropriate footnotes clearly stating that (A) all of the Borrower’s assets are owned by the Borrower, Borrower and (B) the Borrower is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders; shareholders; (x) Borrower will take all actions necessary on its part to be taken in order to ensure that the facts and the accounting records and the published financial statements of the Seller will clearly show that, for accounting purposes, the Receivables and Related Assets have been sold by the Seller assumptions relating to the Borrower; (j) The Borrower’s assets , Lessee and Vanguard Car Rental USA Holdings Inc., set forth in the opinion of Xxxxxxx Xxxx & Xxxxx LLP of even date herewith relating to substantive consolidation matters will be maintained in a manner that facilitates their identification true and segregation from those of the Servicer and the other Affiliates; (k) Each Affiliate of the Borrower will strictly observe corporate formalities in its dealings with the Borrower, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Borrower will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Borrower will maintain joint bank accounts with the Borrower or other depository accounts with the Borrower to which any such Affiliate (other than in the Borrower’s or such Affiliate’s existing or future capacity as the Servicer hereunder or under the Purchase and Sale Agreement) has independent access, provided that prior to demand by the Agent pursuant to Section 7.1(i) to establish a segregated Collection Account, Collections may be deposited into general accounts of Performance Guarantor, subject to the obligations of the Servicer hereunder; (m) No Affiliate of the Borrower shall, directly or indirectly, name the Borrower or enter into any agreement to name the Borrower as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Borrower; (n) Each Affiliate of the Borrower will maintain arm’s length relationships with the Borrower, and each Affiliate of the Borrower that renders or otherwise furnishes services or merchandise to the Borrower will be compensated by the Borrower at market rates for such services or merchandise; (o) No Affiliate of the Borrower will be, nor will it hold itself out to be, responsible for the debts of the Borrower or the decisions or actions in respect of the daily business and affairs of the Borrower. Packaging Corporation of America and the Borrower will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Borrower will keep correct and complete books and records of account and minutes of the meetings and other proceedings of its member(s) and board of managers, and the resolutions, agreements and other instruments of the Borrower will be continuously maintained as official records by the Borrower; and (q) Each of the Borrower, on the one hand, and the Seller and the Originator, on the other hand, will conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingall times.