Common use of Independent Corporate Existence Clause in Contracts

Independent Corporate Existence. The Borrower agrees for itself and each of its Subsidiaries (including the Special Purpose Subsidiary), as follows: (a) The Articles of Incorporation of the Special Purpose Subsidiary shall at all times include provisions requiring that (i) the Board of Directors of the Special Purpose Subsidiary must at all times include at least one Independent Director and (ii) any decision by the Special Purpose Subsidiary to commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Special Purpose Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property or consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or the making of a general assignment for the benefit of its creditors shall require the approval of the Independent Director of the Special Purpose Subsidiary, together with such other members of the Board of Directors of the Special Purpose Subsidiary as required by the Organic Documents of the Special Purpose Subsidiary. (b) The Board of Directors of the Special Purpose Subsidiary shall at all times include at least one Independent Director and the Special Purpose Subsidiary shall consult (as to the satisfaction of the criteria set forth in the definition of Independent Director) with the Syndication Agent in selecting any such Independent Director. (c) The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, books, records and accounts that are separate from the books, records and accounts of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries) such that: (i) the revenues of the Borrower and its Subsidiaries will be credited to the accounts of the Borrower and its Subsidiaries only; (ii) all expenses incurred by the Borrower and its Subsidiaries shall be paid only from the accounts of the Borrower and its Subsidiaries (other than those paid by the Parent and allocated to the Borrower in the manner set forth in clause (g) of this Section); (iii) only officers and employees of the Borrower and its Subsidiaries in their capacity as such shall have the authority to make disbursements with respect to the accounts of the Borrower and its Subsidiaries; (iv) there shall occur no sharing of accounts or funds (other than cash deposits with insurers) between the Borrower and its Subsidiaries, on the one hand, and the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand; and (v) all cash and funds of the Borrower and its Subsidiaries shall be managed separately from the cash and funds (other than cash deposits with insurers) of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries), and there shall not occur any commingling, including the investment purposes, of funds or assets of the Borrower and its Subsidiaries with the funds or assets of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries). (d) Each Form 10-Q and Form 10-K of SFAC New Holdings and the Borrower and their respective Subsidiaries that is filed with the Securities and Exchange Commission (or any substitute or successor form) shall include a note clearly stating that the Borrower and its Subsidiaries (including the Special Purpose Subsidiary) are separate corporate entities and that their respective assets and the assets of their respective Subsidiaries are available first and foremost to satisfy the claims of the creditors of the Borrower and such Subsidiaries. (e) All full-time employees of the Borrower and its Subsidiaries in such capacity shall, as the need arises, identify themselves as such and not as employees of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries). (f) All full-time employees, consultants and agents of the Borrower and its Subsidiaries shall be compensated directly from the bank accounts of the Borrower and such Subsidiaries for services provided by such employees, consultants and agents and, to the extent any employee, consultant or agent is also an employee, consultant or agent of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries), the compensation of such employee, consultant or agent shall be allocated in accordance with clause (g) of this Section 7.1.10 among the Borrower and its Subsidiaries, on the one hand, and the Parent and any of its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand, on a basis which reasonably reflects the services rendered to the Borrower and its Subsidiaries. (g) All overhead expenses (including telephone and other utility charges) for items shared by the Borrower and its Subsidiaries, on the one hand, and the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand, shall be allocated on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use.

Independent Corporate Existence. The Borrower agrees for itself and each of its Subsidiaries (including the Special Purpose Subsidiary), as follows: (a) The Articles of Incorporation of the Special Purpose Subsidiary shall at all times include provisions requiring that Except as set forth on Schedule 6.30, (ia) the Board of Directors of the Special Purpose Subsidiary must at all times include at least one Independent Director and (ii) any decision by the Special Purpose Subsidiary to commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Special Purpose Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property or consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or the making of a general assignment for the benefit of its creditors shall require the approval of the Independent Director of the Special Purpose Subsidiary, together with such other members of the Board of Directors of the Special Purpose Subsidiary as required by the Organic Documents of the Special Purpose Subsidiary. (b) The Board of Directors of the Special Purpose Subsidiary shall at all times include at least one Independent Director and the Special Purpose Subsidiary shall consult (as to the satisfaction of the criteria set forth in the definition of Independent Director) with the Syndication Agent in selecting any such Independent Director. (c) The Borrower shall maintain, and shall cause each of its Subsidiaries (other than Petro Holdings or its Subsidiaries) to maintain, books, records and accounts that are separate from the books, records and accounts of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries) such that: (i) the revenues of the Borrower and its Subsidiaries will be credited to the accounts of the Borrower and its Subsidiaries only; (ii) all expenses incurred by the Borrower and its Subsidiaries shall be paid only from the accounts of the Borrower and its Subsidiaries (other than those paid by the Parent Petro and allocated to the Borrower in the manner set forth in clause (gc) of this Section); (iii) only officers and employees of the General Partner, the Borrower and its Subsidiaries in their capacity as such shall have the authority to make disbursements with respect to the accounts of the Borrower and its Subsidiaries; (iv) there shall occur no sharing of accounts or funds (other than cash deposits with insurers) between the Borrower and its Subsidiaries, on the one hand, and the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand; and (v) all cash and funds of the Borrower and its Subsidiaries shall be managed separately from the cash and funds (other than cash deposits with insurers) of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries), and there shall not occur any commingling, including the for investment purposes, of funds or assets of the Borrower and its Subsidiaries with the funds or assets of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries). (d) Each Form 10-Q and Form 10-K of SFAC New Holdings and the Borrower and their respective Subsidiaries that is filed with the Securities and Exchange Commission (or any substitute or successor form) shall include a note clearly stating that the Borrower and its Subsidiaries (including the Special Purpose Subsidiary) are separate corporate entities and that their respective assets and the assets of their respective Subsidiaries are available first and foremost to satisfy the claims of the creditors of the Borrower and such Subsidiaries. (e) All full-time employees of the Borrower and its Subsidiaries in such capacity shall, as the need arises, identify themselves as such and not as employees of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries). (fb) All full-time employees, consultants and agents of the Borrower and its Subsidiaries (other than Petro Holdings or its Subsidiaries) shall be compensated directly from the bank accounts of the General Partner, the Borrower and such Subsidiaries (other than Petro Holdings or its Subsidiaries) for services provided by such employees, consultants and agents and, to the extent any employee, consultant or agent is also an employee, consultant or agent of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries), the compensation of such employee, consultant or agent shall be allocated in accordance with clause (gc) of this Section 7.1.10 among the Borrower and its Subsidiaries, on the one hand, and the Parent Petro and any of its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand, on a basis which 115 reasonably reflects the services rendered to the Borrower and its Subsidiaries (other than Petro Holdings or its Subsidiaries). (gc) All overhead expenses (including telephone and other utility charges) for items shared by the Borrower and its Subsidiaries, on the one hand, and the Parent Petro or any of its Subsidiaries (other than the Borrower and Petro Holdings or its Subsidiaries), on the other hand, shall be allocated on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (d) The Borrower shall not permit Petro or any of its Subsidiaries to be named as a loss payee or additional insured on the insurance policy covering the property of the Borrower or any of its Subsidiaries (other than Petro Holdings or its Subsidiaries), or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property, proceeds are paid to Petro and its Subsidiaries.

Independent Corporate Existence. The Borrower agrees for itself and each of its Subsidiaries (including the Special Purpose Subsidiary), as follows: (a) The Articles of Incorporation of the Special Purpose Subsidiary shall at all times include provisions requiring that (i) the Board of Directors of the Special Purpose Subsidiary must at all times include at least one Independent Director and (ii) any decision by the Special Purpose Subsidiary to commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Special Purpose Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property or consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or the making of a general assignment for the benefit of its creditors shall require the approval of the Independent Director of the Special Purpose Subsidiary, together with such other members of the Board of Directors of the Special Purpose Subsidiary as required by the Organic Documents of the Special Purpose Subsidiary. (b) The Board of Directors of the Special Purpose Subsidiary shall at all times include at least one Independent Director and the Special Purpose Subsidiary shall consult (as to the satisfaction of the criteria set forth in the definition of Independent Director) with the Syndication Agent in selecting any such Independent Director. (c) The Borrower Company shall maintain, and shall cause each of its Subsidiaries to maintain, books, records and accounts that are separate from the books, records and accounts of the Parent General Partners or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries) such that: (i) the revenues of the Borrower Company and its Subsidiaries will be credited to the accounts of the Borrower Company and its Subsidiaries only; (ii) all expenses incurred by the Borrower Company and its Subsidiaries shall be paid only from the accounts of the Borrower Company and its Subsidiaries (other than those paid by the Parent Managing General Partner and allocated to the Borrower Company or its Subsidiaries in the manner set forth in clause subdivision (gc) of this Section); (iii) only officers and employees of the Borrower Managing General Partner, the Company and its Subsidiaries in their capacity as such shall have the authority to make disbursements with respect to the accounts of the Borrower Company and its Subsidiaries, as the case may be; (iv) there 56 shall occur no sharing of accounts or funds (other than cash deposits with insurers) between the Borrower Company and its Subsidiaries, on the one hand, and the Parent either General Partner or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries), on the other hand; and (v) all cash and funds of the Borrower Company and its Subsidiaries shall be managed separately from the cash and funds (other than cash deposits with insurers) of the Parent either General Partner or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries), and there shall not occur any commingling, including the for investment purposes, of funds or assets of the Borrower Company and its Subsidiaries with the funds or assets of the Parent either General Partner or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries). (d) Each Form 10-Q and Form 10-K of SFAC New Holdings and the Borrower and their respective Subsidiaries that is filed with the Securities and Exchange Commission (or any substitute or successor form) shall include a note clearly stating that the Borrower and its Subsidiaries (including the Special Purpose Subsidiary) are separate corporate entities and that their respective assets and the assets of their respective Subsidiaries are available first and foremost to satisfy the claims of the creditors of the Borrower and such Subsidiaries. (e) All full-time employees of the Borrower and its Subsidiaries in such capacity shall, as the need arises, identify themselves as such and not as employees of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries). (fb) All full-time employees, consultants and agents of the Borrower Company and its Subsidiaries shall be compensated directly from the bank accounts of the Borrower Managing General Partner, the Company and such Subsidiaries for services provided by such employees, consultants and agents and, to the extent any employee, consultant or agent is also an employee, consultant or agent of the Parent either General Partner or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries), the compensation of such employee, consultant or agent shall be allocated in accordance with clause subdivision (gc) of this Section 7.1.10 among the Borrower Company and its Subsidiaries, on the one hand, and the Parent either General Partner and any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries), on the other hand, on a basis which reasonably reflects the services rendered to the Borrower Company and its Subsidiaries. (gc) All overhead expenses (including telephone and other utility charges) for items shared by the Borrower Company and its Subsidiaries, on the one hand, and the Parent either General Partner or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries), on the other hand, shall be allocated on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (d) The Company shall not permit either General Partner or any of their respective Subsidiaries (other than the Company and its Subsidiaries) to be named as a loss payee or additional insured on the insurance policy covering the property of the Company or any of its Subsidiaries, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property, proceeds are paid to either General Partner and their respective Subsidiaries (other than the Company and its Subsidiaries).

Independent Corporate Existence. The Borrower agrees for itself and each of its Subsidiaries (including the Special Purpose Subsidiary)Except as set forth on Schedule 6.32, as follows: (a) The Articles of Incorporation of the Special Purpose Subsidiary shall at all times include provisions requiring that (i) the Board of Directors of the Special Purpose Subsidiary must at all times include at least one Independent Director and (ii) any decision by the Special Purpose Subsidiary to commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Special Purpose Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property or consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or the making of a general assignment for the benefit of its creditors shall require the approval of the Independent Director of the Special Purpose Subsidiary, together with such other members of the Board of Directors of the Special Purpose Subsidiary as required by the Organic Documents of the Special Purpose Subsidiary. (b) The Board of Directors of the Special Purpose Subsidiary shall at all times include at least one Independent Director and the Special Purpose Subsidiary shall consult (as to the satisfaction of the criteria set forth in the definition of Independent Director) with the Syndication Agent in selecting any such Independent Director. (c) The Borrower shall maintain, and shall cause each of its Subsidiaries (other than Petro Holdings or its Subsidiaries) to maintain, books, records and accounts that are separate from the books, records and accounts of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries) such that: (i) the revenues of the Borrower and its Subsidiaries will be credited to the accounts of the Borrower and its Subsidiaries only; (ii) all expenses incurred by the Borrower and its Subsidiaries shall be paid only from the accounts of the Borrower and its Subsidiaries (other than those paid by the Parent Petro and allocated to the Borrower in the manner set forth in clause (gc) of this Section); (iii) only officers and employees of the General Partner, the Borrower and its Subsidiaries in their capacity as such shall have the authority to make disbursements with respect to the accounts of the Borrower and its Subsidiaries; (iv) there shall occur no sharing of accounts or funds (other than cash deposits with insurers) between the Borrower and its Subsidiaries, on the one hand, and the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand; and (v) all cash and funds of the Borrower and its Subsidiaries shall be managed separately from the cash and funds (other than cash deposits with insurers) of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries), and there shall not occur any commingling, including the for investment purposes, of funds or assets of the Borrower and its Subsidiaries with the funds or assets of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries). (d) Each Form 10-Q and Form 10-K of SFAC New Holdings and the Borrower and their respective Subsidiaries that is filed with the Securities and Exchange Commission (or any substitute or successor form) shall include a note clearly stating that the Borrower and its Subsidiaries (including the Special Purpose Subsidiary) are separate corporate entities and that their respective assets and the assets of their respective Subsidiaries are available first and foremost to satisfy the claims of the creditors of the Borrower and such Subsidiaries. (e) All full-time employees of the Borrower and its Subsidiaries in such capacity shall, as the need arises, identify themselves as such and not as employees of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries). (f) All full-time employees, consultants and agents of the Borrower and its Subsidiaries shall be compensated directly from the bank accounts of the Borrower and such Subsidiaries for services provided by such employees, consultants and agents and, to the extent any employee, consultant or agent is also an employee, consultant or agent of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries), the compensation of such employee, consultant or agent shall be allocated in accordance with clause (g) of this Section 7.1.10 among the Borrower and its Subsidiaries, on the one hand, and the Parent and any of its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand, on a basis which reasonably reflects the services rendered to the Borrower and its Subsidiaries. (g) All overhead expenses (including telephone and other utility charges) for items shared by the Borrower and its Subsidiaries, on the one hand, and the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand, shall be allocated on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use.

Independent Corporate Existence. The Borrower agrees for itself and each of its Subsidiaries (including the Special Purpose Subsidiary), as follows: (a) The Articles of Incorporation of the Special Purpose Subsidiary shall at all times include provisions requiring that (i) the Board of Directors of the Special Purpose Subsidiary must at all times include at least one Independent Director and (ii) any decision by the Special Purpose Subsidiary to commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Special Purpose Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property or consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or the making of a general assignment for the benefit of its creditors shall require the approval of the Independent Director of the Special Purpose Subsidiary, together with such other members of the Board of Directors of the Special Purpose Subsidiary Except as required by the Organic Documents of the Special Purpose Subsidiary. (b) The Board of Directors of the Special Purpose Subsidiary shall at all times include at least one Independent Director and the Special Purpose Subsidiary shall consult (as to the satisfaction of the criteria set forth in on Schedule 6.29, the definition of Independent Director) with the Syndication Agent in selecting any such Independent Director. (c) The Borrower shall maintain, and shall cause each of its Subsidiaries (other than Petro Holdings or its Subsidiaries) to maintain, books, records and accounts that are separate from the books, records and accounts of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries) such that: (i) the revenues of the Borrower and its Subsidiaries will be credited to the accounts of the Borrower and its Subsidiaries only; (ii) all expenses incurred by the Borrower and its Subsidiaries shall be paid only from the accounts of the Borrower and its Subsidiaries (other than those paid by the Parent Petro and allocated to the Borrower in the manner set forth in clause (gc) of this Section); (iii) only officers and employees of the General Partner, the Borrower and its Subsidiaries in their capacity as such shall have the authority to make disbursements with respect to the accounts of the Borrower and its Subsidiaries; (iv) there shall occur no sharing of accounts or funds (other than cash deposits with insurers) between the Borrower and its Subsidiaries, on the one hand, and the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand; and (v) all cash and funds of the Borrower and its Subsidiaries shall be managed separately from the cash and funds (other than cash deposits with insurers) of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries), and there shall not occur any commingling, including the for investment purposes, of funds or assets of the Borrower and its Subsidiaries with the funds or assets of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries). (d) Each Form 10-Q and Form 10-K of SFAC New Holdings and the Borrower and their respective Subsidiaries that is filed with the Securities and Exchange Commission (or any substitute or successor form) shall include a note clearly stating that the Borrower and its Subsidiaries (including the Special Purpose Subsidiary) are separate corporate entities and that their respective assets and the assets of their respective Subsidiaries are available first and foremost to satisfy the claims of the creditors of the Borrower and such Subsidiaries. (e) All full-time employees of the Borrower and its Subsidiaries in such capacity shall, as the need arises, identify themselves as such and not as employees of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries). (fb) All full-time employees, consultants and agents of the Borrower and its Subsidiaries (other than Petro Holdings or its Subsidiaries) shall be compensated directly from the bank accounts of the General Partner, the Borrower and such Subsidiaries (other than Petro Holdings or its Subsidiaries) for services provided by such employees, consultants and agents and, to the extent any employee, consultant or agent is also an employee, consultant or agent of the Parent Petro or any of its Subsidiaries (other than the Borrower and its Subsidiaries), the compensation of such employee, consultant or agent shall be allocated in accordance with clause (gc) of this Section 7.1.10 among the Borrower and its Subsidiaries, on the one hand, and the Parent Petro and any of its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand, on a basis which reasonably reflects the services rendered to the Borrower and its Subsidiaries (other than Petro Holdings or its Subsidiaries). (gc) All overhead expenses (including telephone and other utility charges) for items shared by the Borrower and its Subsidiaries, on the one hand, and the Parent Petro or any of its Subsidiaries (other than the Borrower and Petro Holdings or its Subsidiaries), on the other hand, shall be allocated on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (d) The Borrower shall not permit Petro or any of its Subsidiaries to be named as a loss payee or additional insured on the insurance policy covering the property of the Borrower or any of its Subsidiaries (other than Petro Holdings or its Subsidiaries), or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property, proceeds are paid to Petro and its Subsidiaries.

Independent Corporate Existence. The Borrower agrees for itself and each of its Subsidiaries (including the Special Purpose Subsidiary), as follows: (a) The Articles of Incorporation of the Special Purpose Subsidiary shall at all times include provisions requiring that (i) the Board of Directors of the Special Purpose Subsidiary must at all times include at least one Independent Director and (ii) any decision by the Special Purpose Subsidiary to commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Special Purpose Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property or consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or the making of a general assignment for the benefit of its creditors shall require the approval of the Independent Director of the Special Purpose Subsidiary, together with such other members of the Board of Directors of the Special Purpose Subsidiary as required by the Organic Documents of the Special Purpose Subsidiary. (b) The Board of Directors of the Special Purpose Subsidiary shall at all times include at least one Independent Director and the Special Purpose Subsidiary shall consult (as to the satisfaction of the criteria set forth in the definition of Independent Director) with the Syndication Agent in selecting any such Independent Director. (c) The Borrower Company shall maintain, and shall cause each of its Subsidiaries to maintain, books, records and accounts that are separate from the books, records and accounts of Northwestern, the Parent General Partners or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries) such that: (i) the revenues of the Borrower Company and its Subsidiaries will be credited to the accounts of the Borrower Company and its Subsidiaries only; (ii) all expenses incurred by the Borrower Company and its Subsidiaries shall be paid only from the accounts of the Borrower Company and its Subsidiaries (other than those paid by Northwestern or the Parent Managing General Partner and allocated to the Borrower Company or its Subsidiaries in the manner set forth in clause subdivision (gc) of this Section); (iii) only officers and employees of the Borrower Managing General Partner, the Company and its Subsidiaries in their capacity as such shall have the authority to make disbursements with respect to the accounts of the Borrower Company and its SubsidiariesSubsidiaries as the case may be; (iv) there shall occur no sharing of accounts or funds (other than cash deposits with insurers) between the Borrower Company and its Subsidiaries, on the one hand, and the Parent Northwestern, either General Partner or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries), on the other hand; and (v) all cash and funds of the Borrower Company and its Subsidiaries shall be managed separately from the cash and funds (other than cash deposits with insurers) of the Parent Northwestern, either General Partner or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries), and there shall not occur any commingling, including the for investment purposes, of funds or assets of the Borrower Company and its Subsidiaries with the funds or assets of the Parent Northwestern, either General Partner or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries). (d) Each Form 10-Q and Form 10-K of SFAC New Holdings and the Borrower and their respective Subsidiaries that is filed with the Securities and Exchange Commission (or any substitute or successor form) shall include a note clearly stating that the Borrower and its Subsidiaries (including the Special Purpose Subsidiary) are separate corporate entities and that their respective assets and the assets of their respective Subsidiaries are available first and foremost to satisfy the claims of the creditors of the Borrower and such Subsidiaries. (e) All full-time employees of the Borrower and its Subsidiaries in such capacity shall, as the need arises, identify themselves as such and not as employees of the Parent or any of its Subsidiaries (other than the Borrower and its Subsidiaries). (fb) All full-time employees, consultants and agents of the Borrower Company and its Subsidiaries shall be compensated directly from the bank accounts of the Borrower Managing General Partner, the Company and such Subsidiaries for services provided by such employees, consultants and agents and, to the extent any employee, consultant or agent is also an employee, consultant or agent of the Parent Northwestern, either General Partner or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries), the compensation of such employee, consultant or agent shall be allocated in accordance with clause subdivision (gc) of this Section 7.1.10 among the Borrower Company and its Subsidiaries, on the one hand, and the Parent Northwestern, either General Partner and any of its Subsidiaries their respective Sub- sidiaries (other than the Borrower Company and its Subsidiaries), on the other hand, on a basis which reasonably reflects the services rendered to the Borrower Company and its Subsidiaries. (gc) All overhead expenses (including telephone and other utility charges) for items shared by the Borrower Company and its Subsidiaries, on the one hand, and the Parent Northwestern, either General Partner or any of its their respective Subsidiaries (other than the Borrower Company and its Subsidiaries), on the other hand, shall be allocated on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (d) The Company shall not permit Northwestern, either General Partner or any of their respective Subsidiaries (other than the Company and its Subsidiaries) to be named as a loss payee or additional insured on the insurance policy covering the property of the Company or any of its Subsidiaries, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property, proceeds are paid to Northwestern, either General Partner and their respective Subsidiaries (other than the Company and its Subsidiaries).