Common use of Corporate Separateness Clause in Contracts

Corporate Separateness. Each Group Member shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Person: (a) Each Group Member shall maintain its own deposit, securities or other account or accounts, separate from those of any Affiliate, with commercial banking institutions or broker-dealers. Each Group Member shall ensure that its funds will not be diverted to any other Person or for other than corporate uses of such Group Member, as the case may be, and such funds will not be commingled with the funds of any other Person. (b) To the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, each Group Member shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. To the extent that any Group Member contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. All material transactions between or among a Group Member and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis. (d) Each Group Member shall maintain a principal executive office at a separate address from the address of each of its Affiliates (other than any Group Member or its respective Subsidiaries); provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such Affiliate on arm’s-length terms. To the extent that any Group Member or any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Each Group Member shall maintain and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP. (f) Each Group Member shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including holding all regular and special officers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (g) None of the Group Members shall, nor shall they permit any of their respective Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted herein. (h) Each Group Member shall have stationery and other business forms separate and distinct from that of any other Person. (i) Each Group Member shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person. (j) At all times thereafter, the board of directors of the Borrower shall have at least one director who is not an officer, director, employee, material shareholder or material supplier of any Affiliate of the Borrower (other than any Loan Party) and whose vote is required in order for the Borrower to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 8.1(e).

Corporate Separateness. Each Group Member The Loan Parties shall, and shall takecause each of their Subsidiaries to, except as otherwise permitted hereunder or refrain from taking, as under the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other PersonLoan Documents: (a) Each Group Member shall individually or collectively maintain its their own depositdeposit and securities accounts, securities or as applicable, and all other account or accounts, separate from those of any Affiliate, of their Affiliates (other than the Loan Parties and their Subsidiaries) with commercial banking institutions or broker-dealers. Each Group Member shall ensure that its funds will not be diverted to any other Person or for other than corporate uses of such Group Member, as the case may befinancial institutions, and prevent such funds will not be from being commingled with the funds of any of their Affiliates (other Person.than the other the Loan Parties and their Subsidiaries); (b) To to the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member shall ensure that the salaries of Loan Parties and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, each Group Member shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. To the extent that any Group Member contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. All material transactions between or among a Group Member their Subsidiaries and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis. (d) Each Group Member shall maintain a principal executive office at a separate address from the address of each of its their Affiliates (other than any Group Member or its respective the Loan Parties and their Subsidiaries); provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such Affiliate on arm’s-length terms. To the extent that any Group Member or any of its Affiliates have offices in the same location, ensure that there shall be a fair and appropriate allocation of overhead costs among them, and each such entity the Loan Parties and their Subsidiaries shall bear its their fair share of such expenses.; (c) to the extent that the Loan Parties and their Subsidiaries and any of their Affiliates (other than the Loan Parties and their Subsidiaries) jointly have the benefit of amounts under any contracts, ensure that they contribute to such amounts on a fair and reasonable basis, based on each party’s use and expense; (d) issue separate consolidated financial statements from any of their Affiliates (other than the Loan Parties and their Subsidiaries); provided for the avoidance of doubt that the Loan Parties and their Subsidiaries may also be included in the consolidated financial statements of the Parent and Liberty TopCo so long as each other operating business owned by the Parent or Liberty TopCo issues separate consolidated financial statements (which may be consolidated financial statements of Persons engaged in the same operating business) from any of their Affiliates; (e) Each Group Member shall maintain conduct their affairs in their own names and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP. (f) Each Group Member shall conduct its affairs in its own name and strictly in accordance with its Constituent their Organization Documents and observe all necessary, appropriate and customary corporate or equivalent formalities, including including, but not limited to, holding all regular and special officers’ and directors’ meetings appropriate necessary to authorize all corporate actiontheir actions, keeping separate and materially accurate minutes of its their meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining maintaining, in all material respects, accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.; (f) not assume, guarantee, indemnify or grant any security interest in respect of any of the liabilities or other obligations of any of their Affiliates (other than the Loan Parties and their Subsidiaries; and (g) None of the Group Members shall, nor shall they permit any ensure that each of their respective Subsidiaries toAffiliates (other than the Loan Parties and their Subsidiaries) does not assume, assume guarantee, indemnify or guarantee grant any security interest in respect of any of the liabilities or other obligations of any Affiliate except as expressly permitted herein. (h) Each Group Member shall have stationery and other business forms separate and distinct from that Loan Party or any of their Subsidiaries, or make any Investment in any Loan Party or any Subsidiary of any other Person. (i) Each Group Member shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those Loan Party with the proceeds of any other Person. (j) At all times thereafter, the board of directors of the Borrower shall have at least one director who is not an officer, director, employee, material shareholder or material supplier of any Restricted Payment received by such Affiliate of the Borrower (other than any a Restricted Payment received from a Loan Party or Subsidiary of a Loan Party) if such Restricted Payment was made with any proceeds of Indebtedness incurred by an Affiliate of a Loan Party (other than the Loan Parties and whose vote is required in order for the Borrower to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 8.1(etheir Subsidiaries).

Corporate Separateness. Each Group Member shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Person:Person (other than any other Group Member): (a) Each Group Member shall maintain its own deposit, securities or other account or accounts, separate from those of any Affiliate, with commercial banking institutions or broker-broker- dealers. Each Group Member shall ensure that its funds will not be diverted to any other Person or for other than corporate uses of such Group Member, as the case may be, and such funds will not be commingled with the funds of any other Person. (b) To the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entity’s 's actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s 's fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, each Group Member shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities’ ' actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ ' fair share of such costs. To the extent that any Group Member contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ ' actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ ' fair share of such costs. All material transactions between or among a Group Member and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’sarm's-length basis. (d) Each Group Member shall maintain a principal executive office at a separate address from the address of each of its Affiliates (other than any Group Member or its respective Subsidiaries); provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such Affiliate on arm’sarm's-length terms. To the extent that any Group Member or any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Each Group Member shall maintain and issue separate financial statements separate from those of any Affiliate (other than any other Group Member and other than Consolidated and consolidating financial statements with Holdings to the extent including footnote disclosures describing the actual separateness between the Group Members and Holdings in a manner satisfactory to the Administrative Agent) and prepared not less frequently than annually and prepared in accordance with GAAP. (f) Each Group Member shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including including, but not limited to, holding all regular and special officers’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (g) None of the Group Members shall, nor shall they permit any of their respective Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted herein. (h) Each Group Member shall have stationery and other business forms separate and distinct from that of any other Person. (i) Each Group Member shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person. (j) At all times thereafter, the board of directors of the Borrower shall have at least one director who is not an officer, director, employee, material shareholder or material supplier of any Affiliate of the Borrower (other than any Loan Partyother Group Member) and whose vote is required in order for the Borrower to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 8.1(e9.1(e).

Corporate Separateness. Each Group Member shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Person: (a) Each Group Member shall maintain its own deposit, securities or other account or accounts, separate from those of any Affiliate, with commercial banking institutions or broker-dealers. Each Group Member shall ensure that its funds will not be diverted to any other Person or for other than corporate uses of such Group Member, as the case may be, and such funds will not be commingled with the funds of any other Person. (b) To the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, each Group Member shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. To the extent that any Group Member contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. All material transactions between or among a Group Member and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis. (d) Each Group Member shall maintain a principal executive office at a separate address from the address of each of its Affiliates (other than any Group Member or its respective Subsidiaries); provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such -92- Affiliate on arm’s-length terms. To the extent that any Group Member or any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Each Group Member shall maintain and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP. (f) Each Group Member shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including holding all regular and special officers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (g) None of the Group Members shall, nor shall they permit any of their respective Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted herein. (h) Each Group Member shall have stationery and other business forms separate and distinct from that of any other Person. (i) Each Group Member shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person. (j) At all times thereafter, the board of directors of the Borrower shall have at least one director who is not an officer, director, employee, material shareholder or material supplier of any Affiliate of the Borrower (other than any Loan Party) and whose vote is required in order for the Borrower to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 8.1(e).

Corporate Separateness. Each Group Member (a) The Seller shall takeat all times maintain at least two independent directors (each, an "Independent Director") each of whom (i) is in fact independent, (ii) does not have any direct financial interest or any material indirect financial interest in the Seller or HomePride, or refrain from takingin any Affiliate of the Seller or HomePride, (iii) is not, and has not been, connected with the Seller or HomePride or any Affiliate of the Seller or HomePride as an officer, employee, promoter, underwriter, trustee, partner or person performing similar functions and is not a member of the case may beimmediate family of any such officer or employee and (iv) is not, all actionsand has not been, including, but a director (other than as an independent director for an Affiliate which is a limited special purpose corporation) or stockholder of any Affiliate of the Seller or HomePride and is not limited to a member of the following, that are necessary immediate family of any such director or advisable to be taken stockholder. (b) The Seller shall not direct or not to be taken participate in order to ensure that its existence shall be maintained and respected separate and apart from that the management of any other Person:'s operations, and no other Person shall be permitted to direct or participate in the management of the Seller. (ac) Each Group Member The Seller shall maintain a principal executive and administrative office through which its own deposit, securities or other account or accounts, business in conducted separate from those of any Affiliateother Person, with commercial banking institutions or broker-dealers. Each Group Member shall ensure and, to the extent that its funds will not be diverted to the Seller and any other Person or for other than corporate uses Persons have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such Group Member, as the case may be, expenses. (d) The Seller shall engage only in those transactions described in Section 3 of its certificate of incorporation and such funds will not be commingled with the funds matters necessarily incident thereto. (e) The Seller shall have stationery and other business forms separate from that of any other Person. (bf) To the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member The Seller shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entitiesthat, to the extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, each Group Member shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of entities and that each such entities’ actual entity shall bear its fair share of such costs and shall ensure that, to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. To that the extent that any Group Member Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or and services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. All material transactions between or among a Group Member and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis. (d) Each Group Member shall maintain a principal executive office at a separate address from the address of each of its Affiliates (other than any Group Member or its respective Subsidiaries); provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such Affiliate on arm’s-length terms. To the extent that any Group Member or any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Each Group Member shall maintain and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP. (f) Each Group Member shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including holding all regular and special officers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accountscosts. (g) None The Seller shall at all times be adequately capitalized in light of the Group Members shall, nor shall they permit any of their respective Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted hereinits contemplated business. (h) Each Group Member The Seller shall have stationery at all times provide for its own operating expenses and liabilities from its own funds, shall not allow its funds to be diverted to any other business forms separate Person or for other than the corporate use of the Seller, and distinct from that shall not, except as may be expressly permitted by agreements of the Seller, allow its funds to be commingled with those of any other PersonAffiliate of the Seller. (i) Each Group Member The Seller shall cause maintain its assets to be maintained and transactions separately from those of any other Person, reflect such assets and transactions in a manner that facilitates their identification financial statements separate and segregation distinct from those of any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other Person. (j) At The Seller shall ensure that all times thereaftermaterial transactions between the Seller and any of its Affiliates shall be only on an arm's-length basis and shall receive the approval of its board of directors, including at least both Independent Directors. (k) The Seller shall hold itself out to the public under its own name as a legal entity separate and distinct from any other Person, shall act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as agent by the Seller, except as may be expressly permitted by any agreements of the Seller. (l) The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person, except as may be expressly permitted in any agreements of the Seller. (m) The Seller shall not maintain any joint account with any other Person or become liable as a guarantor or otherwise with respect to any debt or contractual obligation of any other Person. (n) The Seller shall not make any payment or distribution of assets with respect to any obligation of any other Person or grant any lien, security interest or encumbrance on any of its assets to secure any obligation of any other Person. (o) The Seller shall not make loans, advances or otherwise extend credit to any other Person, except on an arm's-length basis, and shall not permit any Affiliate of the Seller to advance funds to the Seller or otherwise supply funds to, or guaranty debts of, the Seller. (p) The Seller shall hold regular duly noticed meetings of its sole member and board of directors directors, no less than once annually, and make and retain minutes of such meetings. (q) The Seller shall ensure that decisions with respect to its business and daily operations shall be independently made by the Borrower shall have at least one Seller (although the officer making any particular decision may also be an officer or director who is not an officer, director, employee, material shareholder or material supplier of any Affiliate of the Borrower (other than any Loan PartySeller) and whose vote is required in order for shall not be dictated by an Affiliate of the Borrower Seller. (r) The Seller shall have bills of sale (or other similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to file a voluntary petition for bankruptcy or to commence all assets purchased from any other event Person. (s) The Seller shall ensure that would constitute an Event any financial reports required of Default the Seller shall comply with GAAP and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates and the Seller shall comply with the filing requirements under Section 8.1(e)applicable tax laws. (t) The Seller shall not fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person. (u) The Seller shall comply with all provisions of its articles of organization and operating agreement and shall observe all necessary, appropriate and customary corporate formalities.

Corporate Separateness. Each Group Member shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Person: (a) Each Group Member shall maintain its own deposit, securities Securities or other account or accounts, separate from those of any Affiliate, with commercial banking institutions or broker-dealers. Each Group Member shall ensure that its funds will not be diverted to any other Person or for other than corporate uses of such Group Member, as the case may be, and such funds will not be commingled with the funds of any other Person. (b) To the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entity’s 's actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s 's fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, each Group Member shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities’ ' actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ ' fair share of such costs. To the extent that any Group Member contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ ' actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ ' fair share of such costs. All material transactions between or among a Group Member and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’sarm's-length basis. (d) Each Group Member shall maintain a principal executive office at a separate address from the address of each of its Affiliates (other than any Group Member or its respective Subsidiaries); provided provided, however, that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such Affiliate on arm’sarm's-length terms. To the extent that any Group Member or any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Each Group Member shall maintain and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP. (f) Each Group Member shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including holding all regular and special officers’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (g) None of the Group Members shall, nor shall they permit any of their respective Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted herein. (h) Each Group Member shall have stationery and other business forms separate and distinct from that of any other Person. (i) Each Group Member shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person. (j) At all times thereafter, the board of directors of the Borrower Board shall have at least one (1) director who is not an officer, director, employee, material shareholder or material supplier of any Affiliate of the Borrower (other than any Loan Party) and whose vote is required in order for the Borrower to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 8.1(e7.1(e).

Corporate Separateness. Each Group Member The Borrower shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Person: (a) Each Group Member The Borrower shall maintain its own deposit, securities or other account or accounts, separate from those of any Affiliate, with commercial banking institutions or broker-dealers. Each Group Member The Borrower shall ensure that its funds will not be diverted to any other Person or for other than corporate uses of such Group Memberthe Borrower, as the case may be, and such funds will not be commingled with the funds of any other Person. (b) To the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member the Borrower shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to in accordance with the extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share provisions of the salary and benefit costs associated with all such common officers and employeesGeneral Services Agreement. (c) To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, each Group Member the Borrower shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to in accordance with the extent practicable, on provisions of the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. To the extent that any Group Member contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costsGeneral Services Agreement. All material transactions between or among a Group Member the Borrower and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis. (d) Each Group Member shall maintain a principal executive office at a separate address from the address of each of its Affiliates (other than any Group Member or its respective Subsidiaries); provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such Affiliate on arm’s-length terms. To the extent that any Group Member the Borrower or any of its Affiliates have offices in the same location, there shall be a fair and appropriate an allocation of overhead costs among them, and each such entity shall bear its fair share in accordance with the provisions of such expensesthe General Services Agreement. (e) Each Group Member The Borrower shall maintain and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP. (f) Each Group Member The Borrower shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including including, but not limited to, holding all regular and special officers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (g) None of the Group Members shallThe Borrower shall not, nor shall they it permit any of their respective its Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted herein. (h) Each Group Member The Borrower shall have stationery and other business forms separate and distinct from that of any other Person. (i) Each Group Member The Borrower shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other PersonPerson or as provided for in the General Services Agreement. (j) At all times thereafter, the board of directors of the Borrower shall have at least one director who is not an officer, director, employee, material shareholder or material supplier of any Affiliate of the Borrower (other than any Loan Party) and whose vote is required in order for the Borrower to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 8.1(e).

Corporate Separateness. Each Group Member (a) Holdings and each Restricted Entity shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other PersonPerson and not as a single enterprise: (ab) Each Group Member Holdings and each Restricted Entity shall maintain its own deposit, securities or other account or accounts, separate from those of any Affiliate, with commercial banking institutions or broker-dealers. Each Group Member Holdings and each Restricted Entity shall ensure that its funds will not be diverted to any other Person or for other than corporate uses of Holdings and such Group MemberRestricted Entity, as the case may be, and such funds will not be commingled with the funds of any other Person. Person (b) To other than concentration accounts maintained by the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share of the salary and benefit costs associated with all such common officers and employeesRestricted Entities). (c) To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, Holdings and each Group Member Restricted Entity shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities’ ' actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ ' fair share of such costs. To the extent that any Group Member contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. All material transactions between or among a Group Member and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis. (d) Each Group Member shall maintain a principal executive office at a separate address from the address of each of its Affiliates (other than any Group Member or its respective Subsidiaries); provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such Affiliate on arm’s-length terms. To the extent that any Group Member or any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, Holdings and each such entity shall bear its fair share of such expenses. (e) Each Group Member shall maintain and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP. (f) Each Group Member Restricted Entity shall conduct its affairs in its own name and strictly in accordance with its Constituent Organization Documents and observe all necessary, appropriate and customary corporate formalities, including including, but not limited to, holding all regular and special officers’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (ge) None of the Group Members shall, nor shall they permit any of their respective Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted herein. (h) Each Group Member shall have stationery Holdings and other business forms separate and distinct from that of any other Person. (i) Each Group Member each Restricted Entity shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person. (j) At all times thereafter, the board of directors of the Borrower shall have at least one director who is not an officer, director, employee, material shareholder or material supplier of any Affiliate of the Borrower (other than any Loan Party) and whose vote is required in order for the Borrower to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 8.1(e).

Corporate Separateness. Each Group Member (a) The Seller shall takeat all times maintain at least one independent director (an "Independent Director") who (i) is in fact independent, (ii) does not have any direct financial interest or any material indirect financial interest in the Seller, or refrain from takingin any Affiliate of the Seller, (iii) is not, and has not been, connected with the Seller or any Affiliate of the Seller as an officer, employee, promoter, underwriter, trustee, partner or person performing similar functions and is not a member of the case may beimmediate family of any such officer or employee and (iv) is not, all actionsand has not been, including, but a director (other than as an independent director for an Affiliate which is a limited special purpose corporation) or stockholder of any Affiliate of the Seller and is not limited to a member of the following, that are necessary immediate family of any such director or advisable to be taken stockholder. (b) The Seller shall not direct or not to be taken participate in order to ensure that its existence shall be maintained and respected separate and apart from that the management of any other Person:'s operations, and no other Person shall be permitted to direct or participate in the management of the Seller. (ac) Each Group Member The Seller shall maintain a principal executive and administrative office through which its own deposit, securities or other account or accounts, business in conducted separate from those of any Affiliateother Person, with commercial banking institutions or broker-dealers. Each Group Member shall ensure and, to the extent that its funds will not be diverted to the Seller and any other Person or for other than corporate uses Persons have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such Group Member, as the case may be, expenses. (d) The Seller shall engage only in those transactions described in Section 3 of its certificate of incorporation and such funds will not be commingled with the funds matters necessarily incident thereto. (e) The Seller shall have stationery and other business forms separate from that of any other Person. (bf) To the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member The Seller shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entitiesthat, to the extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, each Group Member shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of entities and that each such entities’ actual entity shall bear its fair share of such costs and shall ensure that, to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. To that the extent that any Group Member Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or and services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. All material transactions between or among a Group Member and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis. (d) Each Group Member shall maintain a principal executive office at a separate address from the address of each of its Affiliates (other than any Group Member or its respective Subsidiaries); provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such Affiliate on arm’s-length terms. To the extent that any Group Member or any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Each Group Member shall maintain and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP. (f) Each Group Member shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including holding all regular and special officers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accountscosts. (g) None The Seller shall at all times be adequately capitalized in light of the Group Members shall, nor shall they permit any of their respective Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted hereinits contemplated business. (h) Each Group Member The Seller shall have stationery at all times provide for its own operating expenses and liabilities from its own funds, shall not allow its funds to be diverted to any other business forms separate Person or for other than the corporate use of the Seller, and distinct from that shall not, except as may be expressly permitted by agreements of the Seller, allow its funds to be commingled with those of any other PersonAffiliate of the Seller. (i) Each Group Member The Seller shall cause maintain its assets to be maintained and transactions separately from those of any other Person, reflect such assets and transactions in a manner that facilitates their identification financial statements separate and segregation distinct from those of any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other Person. (j) At The Seller shall ensure that all times thereafter, material transactions between the Seller and any of its Affiliates shall be only on an arm's-length basis and shall receive the approval of its board of directors of the Borrower shall have directors, including at least one Independent Director. (k) The Seller shall hold itself out to the public under its own name as a legal entity separate and distinct from any other Person, shall act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as agent by the Seller, except as may be expressly permitted by any agreements of the Seller. (l) The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person, except as may be expressly permitted in any agreements of the Seller. (m) The Seller shall not maintain any joint account with any other Person or become liable as a guarantor or otherwise with respect to any debt or contractual obligation of any other Person. (n) The Seller shall not make any payment or distribution of assets with respect to any obligation of any other Person or grant any lien, security interest or encumbrance on any of its assets to secure any obligation of any other Person. (o) The Seller shall not make loans, advances or otherwise extend credit to any other Person, except on an arm's-length basis, and shall not permit any Affiliate of the Seller to advance funds to the Seller or otherwise supply funds to, or guaranty debts of, the Seller. (p) The Seller shall hold regular duly noticed meetings of its sole member and board of directors, no less than once annually, and make and retain minutes of such meetings. (q) The Seller shall ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an officer or director who is not an officer, director, employee, material shareholder or material supplier of any Affiliate of the Borrower (other than any Loan PartySeller) and whose vote is required in order for shall not be dictated by an Affiliate of the Borrower Seller. (r) The Seller shall have bills of sale (or other similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to file a voluntary petition for bankruptcy or to commence all assets purchased from any other event Person. (s) The Seller shall ensure that would constitute an Event any financial reports required of Default the Seller shall comply with GAAP and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates and the Seller shall comply with the filing requirements under Section 8.1(e)applicable tax laws. (t) The Seller shall not fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person. (u) The Seller shall comply with all provisions of its articles of organization and operating agreement and shall observe all necessary, appropriate and customary corporate formalities.

Corporate Separateness. Each Group Member shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Person: (a) Each Group Member shall maintain its own deposit, securities or other account or accounts, separate from those of any Affiliate, with commercial banking institutions or broker-dealers. Each Group Member shall ensure that its funds will not be diverted to any other Person or for other than corporate uses of such Group Member, as the case may be, and such funds will not be commingled with the funds of any other Person. (b) To the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share of the salary and benefit costs associated with all such common officers and employees. (c) To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, each Group Member shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. To the extent that any Group Member contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. All material transactions between or among a Group Member and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis. (d) Each Group Member shall maintain a principal executive office at a separate address from the address of each of its Affiliates (other than any Group Member or its respective Subsidiaries); provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such Affiliate on arm’s-length terms. To the extent that any Group Member or any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (e) Each Group Member shall maintain and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP. (f) Each Group Member shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including including, but not limited to, holding all regular and special officers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (g) None of the Group Members shall, nor shall they permit any of their respective Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted herein. (h) Each Group Member shall have stationery and other business forms separate and distinct from that of any other Person. (i) Each Group Member shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person. (j) At Not later than thirty (30) days after the Closing Date and at all times thereafter, the board of directors of the Borrower shall have at least one 1 director who is not an officer, director, employee, material shareholder or material supplier of any Affiliate of the Borrower (other than any Loan Party) and whose vote is required in order for the Borrower to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 8.1(e9.1(e).