Common use of Maintenance of Separateness Clause in Contracts

Maintenance of Separateness. Parent will, and will cause each of its Subsidiaries to, satisfy customary corporate formalities including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. None of the Borrower nor any of its Subsidiaries shall, except as otherwise expressly permitted by this Agreement, make any payment to a creditor of Parent, Holdings or any Non- Controlled Entity in respect of any liability of Parent, Holdings or such Non-Controlled Entity which is not a liability of the Borrower or such Subsidiary, and no bank account of Parent, Holdings or any Non-Controlled Entity shall be commingled with any bank account of the Borrower or any of its Subsidiaries. Any financial statements distributed to any creditors of Parent or Holdings shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Parent, Holdings and each Non-Controlled Entity from the Borrower and its Subsidiaries. Neither Parent nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Parent, Holdings or any Non-Controlled Entity being ignored, or in the assets and liabilities of the Borrower or any of its Subsidiaries being substantively consolidated with those of Parent, Holdings or any Non- Controlled Entity in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Separateness. Parent Each Credit Party will, and will cause each of its Subsidiaries to, satisfy customary corporate formalities and organizational formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. None The Credit Parties shall take all actions as may be required (x) to establish and maintain an executive committee for the Unit Subsidiary and (y) so that at least one member of the Borrower nor any of its Subsidiaries shall, except as otherwise expressly permitted by this Agreement, make any payment to a creditor of Parent, Holdings or any Non- Controlled Entity in respect of any liability of Parent, Holdings or such Non-Controlled Entity which executive committee is not a liability and, during the one-year period immediately preceding the time of the Borrower initial appointment, was not an employee, officer, director, shareholder, or such Subsidiary, and no bank account of Parent, Holdings or any Non-Controlled Entity shall be commingled with any bank account partner of the Borrower or any of its Affiliates. In dealing with their respective creditors, none of Holdings, the Borrower or any of their respective Subsidiaries shall act in a manner which would cause its creditors to believe that any such Person was not a separate corporate entity from the other such Persons. Without limiting the foregoing, the consolidated financial statements of each of Holdings and the Borrower shall, through appropriate footnote disclosure, indicate the assets from time to time held by the Unit Subsidiary, as opposed to Holdings or the Borrower, as the case may be, and its other Subsidiaries. Any financial statements distributed to any creditors of Parent or Holdings shallFinally, to from and after the extent permitted by GAAPOriginal Effective Date, clearly establish the corporate separateness of Parent, Holdings and each Non-Controlled Entity from the Borrower and its Subsidiaries. Neither Parent no Credit Party nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is would be reasonably likely to result in the corporate separate existence of Parent, Holdings or any Non-Controlled Entity the Unit Subsidiary being ignored, or in the assets and liabilities of the Borrower or any of its Subsidiaries Unit Subsidiary being substantively consolidated with those of Parentany of Holdings, Holdings the Borrower or any Non- Controlled Entity of their respective Subsidiaries (other than the Unit Subsidiary) in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Separateness. Parent Each Credit Party will, and will cause each of its Subsidiaries to, satisfy customary corporate formalities and organizational formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. None of The Credit Parties shall take all actions as may be required to maintain an executive committee for the Borrower nor any of its Subsidiaries shall, except as otherwise expressly permitted by this Agreement, make any payment to a creditor of Parent, Holdings or any Non- Controlled Entity in respect of any liability of Parent, Holdings or such Non-Controlled Entity which Unit Subsidiary with at least one member that is not a liability and, during the one-year period immediately preceding the time of the Borrower initial appointment of such member to such executive committee, was not an employee, officer, director, shareholder, or such Subsidiary, and no bank account of Parent, Holdings or any Non-Controlled Entity shall be commingled with any bank account partner of the Borrower or any of its Affiliates. In dealing with their respective creditors, none of Holdings, the Borrower or any of their respective Subsidiaries shall act in a manner which would cause its creditors to believe that any such Person was not a separate corporate entity from the other such Persons. Without limiting the foregoing, the consolidated financial statements of each of Holdings and the Borrower shall, through appropriate footnote disclosure, indicate the assets from time to time held by the Unit Subsidiary, as opposed to Holdings or the Borrower, as the case may be, and their other Subsidiaries. Any financial statements distributed to any creditors of Parent or Holdings shallFinally, to from and after the extent permitted by GAAPEffective Date, clearly establish the corporate separateness of Parent, Holdings and each Non-Controlled Entity from the Borrower and its Subsidiaries. Neither Parent no Credit Party nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is would be reasonably likely to result in the corporate separate existence of Parent, Holdings or any Non-Controlled Entity the Unit Subsidiary being ignored, or in the assets and liabilities of the Borrower or any of its Subsidiaries Unit Subsidiary being substantively consolidated with those of Parentany of Holdings, Holdings the Borrower or any Non- Controlled Entity of their respective Subsidiaries (other than the Unit Subsidiary) in a bankruptcy, reorganization or other insolvency proceeding.