Common use of Corporate Separateness Clause in Contracts

Corporate Separateness. Communications shall take, and shall cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to take, all actions as are necessary to keep the operations of Communications, the Borrower and the Borrower's Restricted Subsidiaries separate and apart from those of any Unrestricted Subsidiaries, including, without limitation, ensuring that all customary formalities regarding their respective corporate existence, including holding regular board of directors' and shareholders' meetings and maintenance of corporate offices and records, are followed. None of Communications, the Borrower nor any of the Borrower's Restricted Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary. All financial statements provided to creditors shall clearly evidence the corporate separateness of Communications, the Borrower and the Borrower's Restricted Subsidiaries from any Unrestricted Subsidiaries, and Communications, the Borrower and the Borrower's Restricted Subsidiaries shall maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted Subsidiaries. Each Unrestricted Subsidiary shall pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets of Communications, the Borrower and the Borrower's Restricted Subsidiaries shall at all times be separately identified and segregated from the assets of Unrestricted Subsidiaries. Finally, none of Communications, the Borrower nor any of the Borrower's Restricted Subsidiaries nor any Unrestricted Subsidiaries shall take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of any Unrestricted Subsidiary being ignored, or in the assets and liabilities of any Unrestricted Subsidiary being substantively consolidated with those of Communications, the Borrower or any of the Borrower's Restricted Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

Corporate Separateness. Communications shall The Borrower will take, and shall will cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to take, all actions action as are is necessary to keep the operations of Communications, the Borrower and the Borrower's Restricted its Subsidiaries separate and apart from those of any Unrestricted Subsidiaries, including, without limitation, ensuring that all customary formalities regarding their respective corporate existence, including holding regular board of directors' ’ and shareholders' ’ meetings and maintenance of corporate offices and records, are followed. None of Communications, Neither the Borrower nor any of the Borrower's Restricted its Subsidiaries shall will make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted SubsidiarySubsidiary (other than tax or other payments to Governmental Authorities for which the Borrower generally makes payments on behalf of its consolidated group). All financial statements provided to creditors shall clearly evidence the corporate separateness of Communications, the Borrower and the Borrower's Restricted its Subsidiaries from any Unrestricted Subsidiaries, and Communications, the Borrower and the Borrower's Restricted its Subsidiaries shall will maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted Subsidiaries. Each Unrestricted Subsidiary shall will pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets of Communications, the Borrower and the Borrower's Restricted its Subsidiaries shall will at all times be separately identified and segregated from the assets of Unrestricted Subsidiaries. Finally, none of Communications, Neither the Borrower nor any of the Borrower's Restricted its Subsidiaries nor any or Unrestricted Subsidiaries shall will take any action, or conduct its affairs in a manner manner, which is likely to result in the corporate existence of any Unrestricted Subsidiary being ignored, or in the assets and liabilities of any Unrestricted Subsidiary being substantively consolidated with those of Communications, the Borrower or any of the Borrower's Restricted its Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

Corporate Separateness. Communications shall The Borrower will take, and shall will cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to take, all actions action as are is necessary to keep the operations of Communications, the Borrower and the Borrower's Restricted its Subsidiaries separate and apart from those of any Unrestricted Subsidiaries, the Company and its other Subsidiaries including, without limitation, ensuring that all customary formalities regarding their respective corporate or limited liability company existence, including holding regular board of directors' ’ and shareholders' ’ or owners’ meetings and maintenance of corporate offices and records, are followed. None of Communications, Neither the Borrower nor any of the Borrower's Restricted its Subsidiaries shall will make any payment to a creditor of the Company or any Unrestricted other Subsidiary of the Company in respect of any liability of any Unrestricted Subsidiarythe Company and its other Subsidiaries. All financial statements provided to creditors shall clearly evidence the corporate legal separateness of Communications, the Borrower and the Borrower's Restricted its Subsidiaries from any Unrestricted the Company and its other Subsidiaries, and Communications, the Borrower and the Borrower's Restricted its Subsidiaries shall will maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted the Company and its other Subsidiaries and ensure that its payroll is accounted for separately from that of the Company and its other Subsidiaries. Each Unrestricted Subsidiary shall pay its respective liabilities, including all administrative expenses, from its own separate assets, and The assets of Communications, the Borrower and the Borrower's Restricted its Subsidiaries shall will at all times be separately identified and segregated from the assets of Unrestricted the Company and its other Subsidiaries. Finally, none of Communications, neither the Borrower nor any of the Borrower's Restricted its Subsidiaries nor any Unrestricted Subsidiaries shall will take any action, or conduct its affairs in a manner which is likely to result in the corporate legal existence of the Borrower or any Unrestricted Subsidiary of its Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any Unrestricted Subsidiary of its Subsidiaries being substantively consolidated with those of Communications, the Borrower or any of the Borrower's Restricted Company and its other Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

Corporate Separateness. Communications shall The Company will take, and shall will cause each of its Restricted Subsidiaries Subsidiaries, Joint Ventures and Unrestricted Subsidiaries to take, all actions action as are is necessary to keep the operations of Communications, the Borrower Company and the Borrower's Restricted its Subsidiaries and Joint Ventures separate and apart from those of any Unrestricted Subsidiaries, Subsidiaries including, without limitation, ensuring that all customary formalities regarding their respective corporate existence, existence including holding regular board of directors' and C/M 11752.0000 414856.1 shareholders' meetings and maintenance of corporate offices and records, are followed. None of Communications, Neither the Borrower Company nor any of the Borrower's Restricted its Subsidiaries or Joint Ventures shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary. All financial statements provided to creditors shall clearly evidence the corporate separateness of Communications, the Borrower Company and the Borrower's Restricted its Subsidiaries and Joint Ventures from any Unrestricted Subsidiaries, and Communications, the Borrower Company and the Borrower's Restricted its Subsidiaries and Joint Ventures shall maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted Subsidiaries. Each Unrestricted Subsidiary shall pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets of Communications, the Borrower Company and the Borrower's Restricted its Subsidiaries and Joint Ventures shall at all times be separately identified and segregated from the assets of Unrestricted Subsidiaries. Finally, none of Communications, neither the Borrower Company nor any of the Borrower's Restricted Subsidiaries nor any its Subsidiaries, Joint Ventures or Unrestricted Subsidiaries shall take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of any Unrestricted Subsidiary being ignored, or in the assets and liabilities of any Unrestricted Subsidiary being substantively consolidated with those of Communications, the Borrower Company or any of the Borrower's Restricted its Subsidiaries or Joint Ventures in a bankruptcy, reorganization or other insolvency proceeding.

Corporate Separateness. Communications Holdings shall take, and shall cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to take, all actions as are is necessary to keep the operations of CommunicationsHoldings, the Borrower and the Borrower's Restricted Subsidiaries separate and apart from those of any Unrestricted Subsidiaries, including, without limitation, ensuring that all customary formalities regarding their respective corporate existence, including holding regular board of directors' and shareholders' meetings and maintenance of corporate offices and records, are followed. None of CommunicationsHoldings, the Borrower nor any of the Borrower's Restricted Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary. All financial statements provided to creditors shall clearly evidence the corporate separateness of CommunicationsHoldings, the Borrower and the Borrower's Restricted Subsidiaries from any Unrestricted Subsidiaries, and CommunicationsHoldings, the Borrower and the Borrower's Restricted Subsidiaries shall maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted Subsidiaries. Each Unrestricted Subsidiary shall pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets of CommunicationsHoldings, the Borrower and the Borrower's Restricted Subsidiaries shall at all times be separately identified and segregated from the assets of Unrestricted Subsidiaries. Finally, none of CommunicationsHoldings, the Borrower nor any of the Borrower's Restricted Subsidiaries nor any Unrestricted Subsidiaries shall take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of any Unrestricted Subsidiary being ignored, or in the assets and liabilities of any Unrestricted Subsidiary being substantively consolidated with those of CommunicationsHoldings, the Borrower or any of the Borrower's Restricted Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

Corporate Separateness. Communications shall take, and shall cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to take, Borrower will take all actions such action as are is necessary to keep the its operations of Communications, the Borrower and the Borrower's Restricted Subsidiaries separate and apart from those of Atlas or any Unrestricted Subsidiariesof its Affiliates, including, without limitation, ensuring that all customary formalities regarding their respective corporate existenceformalities, including the maintenance of separate corporate records and documents and holding regular board of directors' and shareholders' meetings and maintenance of corporate offices and records, are followed. None of Communications, the Borrower nor any of the Borrower's Restricted Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary. All Any financial statements provided distributed to any creditors of Borrower shall clearly evidence establish the corporate separateness of Communications, the Borrower from Atlas and the Borrowereach of Atlas's Restricted Subsidiaries from any Unrestricted Subsidiaries, and Communications, the Borrower and the Borrower's Restricted Subsidiaries shall maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted other Subsidiaries. Each Unrestricted Subsidiary Borrower shall pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets of Communications, the Borrower and the Borrower's Restricted Subsidiaries shall at all times be separately identified and segregated from the assets of Unrestricted Subsidiaries. Finally, none of Communications, the Borrower nor any of the Borrower's Restricted Subsidiaries nor any Unrestricted Subsidiaries shall not take any action, action or conduct its affairs in a manner which is likely to result in the corporate existence of Borrower on the one hand and of Atlas or any Unrestricted Subsidiary of Atlas on the other hand being ignoreddisregarded, or in the assets and liabilities of Atlas or any Unrestricted Subsidiary of Atlas being substantively consolidated with those of Communications, the Borrower or any of the Borrower's Restricted Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding. Borrower shall have at all times at least one Independent Director who shall be satisfactory to the Administrative Agent. Borrower shall maintain its principal executive office separate from Atlas or any of its Affiliates, which may be subleased from Atlas on an arm's-length basis or maintained as provided in the Service Agreement. Borrower shall pay out of its own funds fees for its directors and salaries of its officers and employees, and shall promptly reimburse any Affiliate for any services provided to Borrower by such Affiliate; provided, however, that Atlas may advance funds on behalf of Borrower to pay for the expenses of its organization and funding. All such advances shall be duly and properly recorded and promptly repaid as intercompany advances. Borrower shall not commingle any of its funds or other assets with the funds or assets of any other entity or person. Borrower will maintain separate bank accounts in its own name. The assets of Borrower shall be separately identified and segregated. All of Borrower's assets shall at all times be held by or on behalf of Borrower, and, if held on behalf of Borrower by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by Borrower. In no event shall any of Borrower's assets be held by Atlas or by any other Affiliate. Borrower shall pay from its assets all obligations and indebtedness of any kind incurred by Borrower, and shall not pay from its assets any obligations or indebtedness of any other entity or person. The liabilities of Borrower will be separately managed from those of any Affiliate, and all liabilities, including all administrative expenses, shall be paid from its own separate assets; provided, however, Borrower will be included, to the extent permitted by law, in the affiliated group of corporations of which Atlas is the "common parent" for federal income tax returns filed for such affiliated group by Atlas.

Corporate Separateness. Communications shall The Borrower will take, and shall will cause ---------------------- each of its Restricted Subsidiaries and Unrestricted Subsidiaries to take, all actions action as are is necessary to keep the operations of Communications, the Borrower and the Borrower's Restricted its Subsidiaries separate and apart from those of any Unrestricted Subsidiaries, Subsidiaries including, without limitation, ensuring that all customary formalities regarding their respective corporate existence, including holding regular board of directors' and shareholders' meetings and maintenance of corporate offices and records, are followed. None of Communications, Neither the Borrower nor any of the Borrower's Restricted its Subsidiaries shall will make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary. All financial statements provided to creditors shall clearly evidence the corporate separateness of Communications, the Borrower and the Borrower's Restricted its Subsidiaries from any Unrestricted Subsidiaries, and Communications, the Borrower and the Borrower's Restricted its Subsidiaries shall will maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted Subsidiaries. Each Unrestricted Subsidiary shall will pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets of Communications, the Borrower and the Borrower's Restricted its Subsidiaries shall will at all times be separately identified and segregated from the assets of Unrestricted Subsidiaries. Finally, none of Communications, neither the Borrower nor any of the Borrower's Restricted its Subsidiaries nor any or Unrestricted Subsidiaries shall will take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of any Unrestricted Subsidiary being ignored, or in the assets and liabilities of any Unrestricted Subsidiary being substantively consolidated with those of Communications, the Borrower or any of the Borrower's Restricted its Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

Corporate Separateness. Communications shall The Borrower will take, and shall will cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to take, all actions action as are is necessary to keep the operations of Communications, the Borrower and the Borrower's Restricted its Subsidiaries separate and apart from those of any Unrestricted Subsidiaries, Subsidiary including, without limitation, ensuring that all customary formalities regarding their respective corporate existence, including holding regular board of directors' and shareholders' meetings and maintenance of corporate offices and records, are followed. None of Communications, Neither the Borrower nor any of the Borrower's Restricted its Subsidiaries shall will make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary. All financial statements provided to creditors shall clearly evidence the corporate separateness of Communications, the Borrower and the Borrower's Restricted its Subsidiaries from any Unrestricted SubsidiariesSubsidiary, and Communications, the Borrower and the Borrower's Restricted its Subsidiaries shall will maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted Subsidiaries. Each Unrestricted Subsidiary shall will pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets of Communications, the Borrower and the Borrower's Restricted its Subsidiaries shall will at all times be separately identified and segregated from the assets of Unrestricted Subsidiaries. Finally, none of Communications, neither the Borrower nor any of the Borrower's Restricted its Subsidiaries nor any or Unrestricted Subsidiaries shall will take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of any Unrestricted Subsidiary being ignored, or in the assets and liabilities of any Unrestricted Subsidiary being substantively consolidated with those of Communications, the Borrower or any of the Borrower's Restricted its Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding." 3. Section 9.02 of the Credit Agreement is hereby amended by (i) inserting the text "and each of the Borrower and its Subsidiaries may license intellectual property to the Unrestricted Subsidiaries in an arms-length transaction" at the end of clause (ii) thereof, (ii) deleting the word "and" appearing at the end of clause (xii) thereof, (iii) deleting the period appearing at the end of clause (xiii) thereof and inserting "; and" in lieu thereof and (iv) inserting the following new clause (xiv) at the end thereof:

Corporate Separateness. Communications shall OFSI covenants and agrees that it will take, and shall will cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to take, all actions such action as are is necessary to keep the operations of Communications, the Borrower OFSI and the Borrower's Restricted its SCIS Subsidiaries separate and apart from those of any Unrestricted Subsidiaries, its Non-SCIS Subsidiaries including, without limitation, ensuring that all customary formalities regarding their respective corporate existence, including holding regular board of directors' and shareholders' meetings and maintenance of corporate offices and records, are followed. None of Communications, the Borrower Neither OFSI nor any of the Borrower's Restricted its SCIS Subsidiaries shall make any payment to a creditor of any Unrestricted Non-SCIS Subsidiary in respect of any liability of any Unrestricted SubsidiaryNon-SCIS Subsidiary except to the extent that any such payment is made solely with the Class B Assets or the equity interests of any Non-SCIS Subsidiary or any Dividends or earnings from, or any proceeds in respect of, any thereof. All financial statements of OFSI and its SCIS Subsidiaries provided to creditors shall clearly evidence the corporate separateness of Communications, the Borrower and the Borrower's Restricted Non-SCIS Subsidiaries from any Unrestricted Subsidiaries, OFSI and Communications, the Borrower its SCIS Subsidiaries and the Borrower's Restricted OFSI and its SCIS Subsidiaries shall maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted the Non-SCIS Subsidiaries. Each Unrestricted Subsidiary of OFSI and its SCIS Subsidiaries pays, and shall pay continue to pay, its respective liabilities, including all administrative expenses, from its own separate assets, and assets of Communications, the Borrower OFSI and the Borrower's Restricted its SCIS Subsidiaries shall at all times be are separately identified and segregated from the assets of Unrestricted the Non-SCIS Subsidiaries. Finally, none of Communications, the Borrower neither OFSI nor any of the Borrower's Restricted Subsidiaries nor any Unrestricted its SCIS Subsidiaries shall take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of any Unrestricted Subsidiary the Non-SCIS Subsidiaries being ignored, or in the assets and liabilities of OFSI or any Unrestricted Subsidiary of its SCIS Subsidiaries being substantively consolidated with those of Communications, the Borrower or any of the Borrower's Restricted Non-SCIS Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

Corporate Separateness. Communications shall The Company will take, and shall will cause ---------------------- each of its Restricted Subsidiaries Subsidiaries, Joint Ventures and Unrestricted Subsidiaries to take, all actions action as are is necessary to keep the operations of Communications, the Borrower Company and the Borrower's Restricted its Subsidiaries and Joint Ventures separate and apart from those of any Unrestricted Subsidiaries, Subsidiaries including, without limitation, ensuring that all customary formalities regarding their respective corporate existence, existence including holding regular board of directors' and shareholders' meetings and maintenance of corporate offices and records, are followed. None of Communications, Neither the Borrower Company nor any of the Borrower's Restricted its Subsidiaries or Joint Ventures shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary. All financial statements provided to creditors shall clearly evidence the corporate separateness of Communications, the Borrower Company and the Borrower's Restricted its Subsidiaries and Joint Ventures from any Unrestricted Subsidiaries, and Communications, the Borrower Company and the Borrower's Restricted its Subsidiaries and Joint Ventures shall maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted Subsidiaries. Each Unrestricted Subsidiary shall pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets of Communications, the Borrower Company and the Borrower's Restricted its Subsidiaries and Joint Ventures shall at all times be separately identified and segregated from the assets of Unrestricted Subsidiaries. Finally, none of Communications, neither the Borrower Company nor any of the Borrower's Restricted Subsidiaries nor any its Subsidiaries, Joint Ventures or Unrestricted Subsidiaries shall take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of any Unrestricted Subsidiary being ignored, or in the assets and liabilities of any Unrestricted Subsidiary being substantively consolidated with those of Communications, the Borrower Company or any of the Borrower's Restricted its Subsidiaries or Joint Ventures in a bankruptcy, reorganization or other insolvency proceeding.

Corporate Separateness. Communications shall take, and shall cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to take, Borrower will take all actions such action as are is necessary to keep the its operations of Communications, the Borrower and the Borrower's Restricted Subsidiaries separate and apart from those of Atlas or any Unrestricted Subsidiariesof its Affiliates, including, without limitation, ensuring that all customary formalities regarding their respective corporate existenceformalities, including the maintenance of separate corporate records and documents and holding regular board of directors' and shareholders' meetings and maintenance of corporate offices and records, are followed. None of Communications, the Borrower nor any of the Borrower's Restricted Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary. All Any financial statements provided distributed to any creditors of Borrower shall clearly evidence establish the corporate separateness of Communications, the Borrower from Atlas and the Borrowereach of Atlas's Restricted Subsidiaries from any Unrestricted Subsidiaries, and Communications, the Borrower and the Borrower's Restricted Subsidiaries shall maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted other Subsidiaries. Each Unrestricted Subsidiary Borrower shall pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets of Communications, the Borrower and the Borrower's Restricted Subsidiaries shall at all times be separately identified and segregated from the assets of Unrestricted Subsidiaries. Finally, none of Communications, the Borrower nor any of the Borrower's Restricted Subsidiaries nor any Unrestricted Subsidiaries shall not take any action, action or conduct its affairs in a manner which is likely to result in the corporate existence of Borrower on the one hand and of Atlas or any Unrestricted Subsidiary of Atlas on the other hand being ignoreddisregarded, or in the assets and liabilities of Atlas or any Unrestricted Subsidiary of Atlas being substantively consolidated with those of Communications, the Borrower or any of the Borrower's Restricted Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding. Borrower shall have at all times at least one Independent Director who shall be satisfactory to the Agent. Borrower shall maintain its principal executive office separate from Atlas, which may be subleased from Atlas on an arm's-length basis or maintained as provided in the Service Agreement. Borrower shall pay out of its own funds fees for its directors and salaries of its officers and employees, and shall promptly reimburse any Affiliate for any services provided to 63 -57- Borrower by such Affiliate; provided, however, that Atlas may advance funds on behalf of Borrower to pay for the expenses of its organization and funding. All such advances shall be duly and properly recorded and promptly repaid as intercompany advances. Borrower shall not commingle any of its funds or other assets with the funds or assets of any other entity or person. Borrower will maintain separate bank accounts in its own name. The assets of Borrower shall be separately identified and segregated. All of Borrowers's assets shall at all times be held by or on behalf of Borrower, and, if held on behalf of Borrower by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by Borrower. In no event shall any of Borrower's assets be held by Atlas or by any other Affiliate. Borrower shall pay from its assets all obligations and indebtedness of any kind incurred by Borrower, and shall not pay from its assets any obligations or indebtedness of any other entity or person. The liabilities of Borrower will be separately managed from those of any Affiliate, and all liabilities, including all administrative expenses, shall be paid from its own separate assets; provided, however, Borrower will be included, to the extent permitted by law, in the affiliated group of corporations of which Atlas is the "common parent" for federal income tax returns filed for such affiliated group by Atlas.

Corporate Separateness. Communications shall HPIAC and the Borrower will take, and shall will cause each of its Restricted Subsidiaries and Unrestricted their respective Subsidiaries to take, all actions such action as are is necessary to keep the operations of Communications, the Borrower and the Borrower's Restricted its Subsidiaries separate and apart from those of any Unrestricted Subsidiaries, HPIAC and its Subsidiaries including, without limitation, ensuring that all customary formalities regarding their respective corporate existenceformalities, including holding regular board of directors' and shareholders' meetings and the maintenance of corporate offices records and records, holding regular meetings of members and directors are followed. None No bank account of Communications, the Borrower nor or any of the Borrower's Restricted its Subsidiaries shall make be commingled with any payment to a creditor bank account of HPIAC or any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiaryits Subsidiaries. All Any financial statements provided distributed to any creditors of HPIAC or any of its Subsidiaries shall clearly evidence establish the corporate separateness of Communications, such Persons from the Borrower and the Borrower's Restricted Subsidiaries from any Unrestricted Subsidiaries, and Communications, the Borrower and the Borrower's Restricted Subsidiaries shall maintain their own respective payroll (if any) and separate books of account and bank accounts from Unrestricted its Subsidiaries. Each Unrestricted Subsidiary shall pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets None of Communications, the Borrower and the Borrower's Restricted Subsidiaries shall at all times be separately identified and segregated from the assets of Unrestricted Subsidiaries. Finally, none of Communications, the Borrower nor HPIAC or any of the Borrower's Restricted Subsidiaries nor any Unrestricted its Subsidiaries shall take any action, or conduct its affairs in a manner manner, which is likely to result in the corporate existence of the Borrower or any Unrestricted Subsidiary of its Subsidiaries on the one hand and of HPIAC or any of its Subsidiaries on the other hand being ignoreddisregarded, or in the assets and liabilities of the Borrower or any Unrestricted Subsidiary of its Subsidiaries being substantively consolidated with those of Communications, the Borrower HPIAC or any of the Borrower's Restricted its Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding. Notwithstanding anything to the contrary contained in this Section 5.15, with respect to the Boone, NC System, the Borrower may keep its operations together with HPIAC, including, without limitation, keeping monthly collections from customers in one central lockbox.