Common use of Maintenance of Corporate Separateness Clause in Contracts

Maintenance of Corporate Separateness. Holdings will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the maintenance of corporate records. Neither the Borrower nor any Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) in respect of any liability of Holdings, and no bank account of Holdings shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrower. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Holdings from the Borrower and each of the Borrower's Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower being substantively consolidated with those of Holdings in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Company will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. Neither the Borrower Company nor any Restricted Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiary in respect of any liability of Holdingssuch Unrestricted Subsidiary, and no bank account of Holdings an Unrestricted Subsidiary shall be commingled with any bank account of the Borrower Company or any Subsidiary of the Borrowerits Restricted Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, an Unrestricted Subsidiary shall clearly establish the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower Company and each of the Borrower's its Restricted Subsidiaries. Finally, neither the Borrower Company nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Unrestricted Subsidiary which is a direct Subsidiary of the Borrower on the other hand Company or any Restricted Subsidiary being ignoredignored by any court of competent jurisdiction, or in the assets and liabilities of the Borrower Company or any Restricted Subsidiary of the Borrower being substantively consolidated with those of Holdings any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings will, and Each Borrower will ------------------------------------- cause each of its Unrestricted Subsidiaries to, to satisfy customary corporate formalities, including including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the No Borrower nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiary in respect of any liability of Holdingsany Unrestricted Subsidiary except pursuant to any guaranty given by such Borrower or Subsidiary to such creditor pursuant to Section 9.04(xiv), and no bank account or similar account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account or similar account of the Borrower Silgan or any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower Silgan and each of the Borrower's its Subsidiaries. Finally, neither the Borrower Silgan nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower Silgan or any Subsidiary of the Borrower on the other hand its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower Silgan or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings willSatisfy, and will ------------------------------------- cause each of its Material Subsidiaries toto satisfy, satisfy customary corporate or limited liability company formalities, including the maintenance of corporate and business records. Neither the Borrower nor any Material Subsidiary of the Borrower shall make any payment to a creditor of Holdings another Material Subsidiary (other than a Guaranteed Creditor pursuant to any Credit Document a Guarantee by the Borrower or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditorthe first Material Subsidiary) in respect of any liability of Holdingssuch other Material Subsidiary, and no bank account of Holdings the Borrower or any Material Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerother Material Subsidiary. Any financial statements distributed to any creditors of Holdings the Borrower or any Material Subsidiary shall, to the extent permitted by under GAAP, clearly establish the corporate separateness of Holdings from the Borrower and each of Material Subsidiary from each other Material Subsidiary and the Borrower's Subsidiaries. Finally, neither Neither the Borrower nor any of its Subsidiaries Material Subsidiary shall take any action, or conduct its affairs in a manner, which is reasonably likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Material Subsidiary of the Borrower on the other hand being ignored, or in the assets and liabilities of the Borrower or any Material Subsidiary of the Borrower being substantively consolidated with those of Holdings any other Material Subsidiary or the Borrower in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings (a) The Borrower will, ------------------------------------- and will ------------------------------------- cause each of its Unrestricted Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Borrower nor any Subsidiary of the Borrower shall its Subsidiaries will make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiary in respect of any liability of Holdingsany Unrestricted Subsidiary, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Guarantor will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither None of the Borrower Borrowers nor any Subsidiary of the Borrower their respective Subsidiaries shall make any payment to a creditor of Holdings (any other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Person in respect of any liability (other than those liabilities set forth on Schedule 7.5) of Holdingsany such other Person, and no bank account of Holdings any Borrower or any of its Subsidiaries shall be commingled with any bank account of the Borrower or any Subsidiary of the other Person that is not a Borrower. Any financial statements distributed to any creditors of Holdings shall, to any Subsidiaries of the extent permitted by GAAP, Guarantor (other than the Borrowers and their Subsidiaries) shall clearly establish or indicate the corporate separateness of Holdings such Subsidiary from the Borrower Borrowers and each of the Borrower's their respective Subsidiaries. Finally, neither the Borrower Guarantor nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower Guarantor or any Subsidiary of the Borrower on the other hand its Subsidiaries being ignored, or in the assets and liabilities of the Borrower Borrowers or any Subsidiary of the Borrower their respective Subsidiaries being substantively consolidated with those of Holdings any other Subsidiaries of the Guarantor in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings Furniture Brands will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither None of the Borrower Borrowers nor any Subsidiary of the Borrower their respective Restricted Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiaries in respect of any liability of Holdingsany Unrestricted Subsidiaries, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account of any of the Borrower Borrowers or any Subsidiary of the Borrowertheir respective Restricted Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiaries shall clearly establish or indicate the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower Borrowers and each of the Borrower's their respective Restricted Subsidiaries. Finally, neither the Borrower Furniture Brands nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower Furniture Brands or any Subsidiary of the Borrower on the other hand its Subsidiaries being ignored, or in the assets and liabilities of the Borrower Borrowers or any Subsidiary of the Borrower their respective Restricted Subsidiaries being substantively consolidated with those of Holdings any Unrestricted Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Borrower will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. Neither the Borrower nor any Restricted Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiary in respect of any liability of Holdingssuch Unrestricted Subsidiary (unless such payment is pursuant to a guaranty permitted by both Section 7.2.2 and clause (a) or (k) of Section 7.2.5), and no bank account of Holdings an Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, an Unrestricted Subsidiary shall clearly establish the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower and its Restricted Subsidiaries and each lender to an Unrestricted Subsidiary shall be notified in writing by such Unrestricted Subsidiary that such lender will not have any recourse to the assets of the Borrower's Borrower or any of its Restricted Subsidiaries. Finally, neither Neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and any Unrestricted Subsidiary which is a direct Subsidiary of the Borrower or any Restricted Subsidiary being ignored by any court of the Borrower on the other hand being ignoredcompetent jurisdiction, or in the assets and liabilities of the Borrower or any Restricted Subsidiary of the Borrower being substantively consolidated with those of Holdings any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Borrower will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. Neither the Borrower nor any Restricted Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiary in respect of any liability of Holdingssuch Unrestricted Subsidiary, and no bank account of Holdings an Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, an Unrestricted Subsidiary shall clearly establish the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower and each of the Borrower's its Restricted Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and any Unrestricted Subsidiary which is a direct Subsidiary of the Borrower or any Restricted Subsidiary being ignored by any court of the Borrower on the other hand being ignoredcompetent jurisdiction, or in the assets and liabilities of the Borrower or any Restricted Subsidiary of the Borrower being substantively consolidated with those of Holdings any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings Each Credit Agreement Party will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither The Credit Agreement Parties shall take all actions as shall be required so that, at all times, at least (x) one director of Holdings is not also a director of any Borrower and (y) at least one director of the Borrower is not also a director of Holdings. No Borrower nor any Subsidiary of the Borrower its respective Subsidiaries shall make any payment to a creditor of Holdings any of Holdings, Alpine or any Subsidiary of Alpine (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed CreditorAdience and its Subsidiaries) in respect of any liability of Holdingsany such Person, and no bank account of Holdings any of Holdings, Alpine or any Subsidiary of Alpine (other than Adience and its Subsidiaries) shall be commingled with any bank account of the Borrower Holdings, Alpine or any Subsidiary of the BorrowerAlpine (other than Adience and its Subsidiaries). Any financial statements distributed In dealing with their respective creditors, none of Holdings, Alpine or any Subsidiary of Alpine shall act in a manner which would cause its creditors to believe that any creditors of Holdings shall, to the extent permitted by GAAP, clearly establish the such Person was not a separate corporate separateness of Holdings entity from the Borrower and each of the Borrower's Subsidiariesother such Persons. Finally, neither the Borrower no Credit Agreement Party nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to could result in the corporate existence of Holdings on the one hand and of the Borrower Adience or any Subsidiary of the Borrower on the other hand its Subsidiaries being ignored, or in the assets and liabilities of the Borrower Adience or any Subsidiary of the Borrower its respective Subsidiaries being substantively consolidated with those of Holdings any of Holdings, Alpine or any Subsidiary of Alpine (other than Adience and its Subsidiaries) in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings will, and will ------------------------------------- cause each of its Subsidiaries and Unrestricted Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Borrower Holdings nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiaries in respect of any liability of Holdingsany Unrestricted Subsidiaries, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account of the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiaries shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from Holdings from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither the Borrower Holdings nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings willThe Borrower shall, and will ------------------------------------- shall cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. Neither the Borrower nor any Restricted Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Excluded Subsidiary in respect of any liability of Holdingssuch Excluded Subsidiary other than in connection with Contingent Obligations permitted hereunder, and no bank account of Holdings an Excluded Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, an Excluded Subsidiary shall clearly establish the corporate separateness of Holdings such Excluded Subsidiary from the Borrower and each of the Borrower's its Restricted Subsidiaries. Finally, neither Neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and any Excluded Subsidiary being ignored by any court of the Borrower or any Subsidiary of the Borrower on the other hand being ignoredcompetent jurisdiction, or in the assets and liabilities of the Borrower or any Restricted Subsidiary of the Borrower being substantively consolidated with those of Holdings any Excluded Subsidiary in a bankruptcy, reorganization or other insolvency proceedingan Insolvency Proceeding.

Maintenance of Corporate Separateness. Holdings Company will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Borrower Other than pursuant to any Company Guaranty or Subsidiary Guaranty entered into pursuant to this Agreement, neither Company nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (any other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Subsidiary in respect of any liability of Holdingsany such Subsidiary, and no bank account of Holdings any Subsidiary shall be commingled with any bank account of the Borrower Company or any Subsidiary of the Borrowerother Subsidiary. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Subsidiary shall clearly establish or indicate the corporate separateness of Holdings such Subsidiary from the Borrower Company and each of the Borrower's its other Subsidiaries. Finally, neither the Borrower Company nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower Company or any Subsidiary of the Borrower on the other hand its Subsidiaries being ignored, or in the assets and liabilities of the Borrower Company or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings will, and Each Borrower will ------------------------------------- cause each of its Unrestricted Subsidiaries to, to satisfy customary corporate formalities, including including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the No Borrower nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiary in respect of any liability of Holdingsany Unrestricted Subsidiary except pursuant to any guaranty given by such Borrower or Subsidiary to such creditor pursuant to Section 8.04(xiv), and no bank account or similar account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account or similar account of the Borrower Silgan or any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower Silgan and each of the Borrower's its Subsidiaries. Finally, neither the Borrower Silgan nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower Silgan or any Subsidiary of the Borrower on the other hand its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower Silgan or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Borrower will, and will ------------------------------------- cause each of its Subsidiaries and Unrestricted Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiaries in respect of any liability of Holdingsany Unrestricted Subsidiaries, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled com- mingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, clearly any Unrestricted Subsidiaries shall establish or indicate the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is reasonably likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings will, and will ------------------------------------- cause each of its Subsidiaries and Unrestricted Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Borrower Holdings nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiaries in respect of any liability of Holdingsany Unrestricted Subsidiaries, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or Holdings of any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiaries shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from Holdings from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither the Borrower Holdings nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Borrower will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Borrower nor any Subsidiary of the Borrower its respective Restricted Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiaries in respect of any liability of Holdingsany Unrestricted Subsidiaries, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits respective Restricted Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiaries shall clearly establish or indicate the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower and each of the Borrower's its respective Restricted Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand its Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower its respective Restricted Subsidiaries being substantively consolidated with those of Holdings any Unrestricted Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Borrower will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings any of Alpine or any Subsidiary of Alpine (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditorthe Borrower) in respect of any liability of Holdingsany such Person, and no bank account of Holdings any of Alpine or any Subsidiary of Alpine (other than the Borrower) shall be commingled with any bank account of the Borrower or any Subsidiary of its Subsidiaries. In dealing with their respective creditors, each of the Borrower. Any financial statements distributed to any creditors , Alpine and the Subsidiaries of Holdings shall, to Alpine (other than the extent permitted by GAAP, Borrower and its Subsidiaries) shall clearly establish or indicate the corporate separateness of Holdings such Person or Persons from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to could result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand its Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any of Alpine or any Subsidiary of Alpine in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the maintenance of corporate records. Neither the any Borrower nor any Subsidiary of the any Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) in respect of any liability of Holdings, and no bank account of Holdings shall be commingled with any bank account of the any Borrower or any Subsidiary of the any Borrower. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Holdings from the each Borrower and each of the Borrower's Subsidiaries. Finally, neither the any Borrower nor any Subsidiary of its Subsidiaries any Borrower shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the any Borrower or any Subsidiary of the any Borrower on the other hand being ignored, or in the assets and liabilities of the any Borrower or any Subsidiary of the any Borrower being substantively consolidated with those of Holdings in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Borrower will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors’ and shareholders’ meetings and the maintenance of corporate offices and records. Neither the Borrower nor any Restricted Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiary in respect of any liability of Holdingssuch Unrestricted Subsidiary, and no bank account of Holdings an Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, an Unrestricted Subsidiary shall clearly establish the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower and each of the Borrower's its Restricted Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and any Unrestricted Subsidiary which is a direct Subsidiary of the Borrower or any Restricted Subsidiary being ignored by any court of the Borrower on the other hand being ignoredcompetent jurisdiction, or in the assets and liabilities of the Borrower or any Restricted Subsidiary of the Borrower being substantively consolidated with those of Holdings any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the maintenance of corporate records. Neither the any Borrower nor any Subsidiary of the any Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) in respect of any liability of Holdings, and no bank account of Holdings shall be commingled with any bank account of the any Borrower or any Subsidiary of the any Borrower. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Holdings from the each Borrower and each of the Borrower's Subsidiaries. Finally, neither the any Borrower nor any Subsidiary of its Subsidiaries any Borrower shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the any Borrower or any Subsidiary of the any Borrower on the other hand being ignored, or in the assets and liabilities of the any Borrower or any Subsidiary of the any Borrower being substantively consolidated with those of Holdings in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the maintenance of corporate records. Neither the Borrower nor any Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document Document, Tax Sharing Agreement or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) in respect of any liability of Holdings, and no bank account of Holdings shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrower. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Holdings from the Borrower and each of the Borrower's Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower being substantively consolidated with those of Holdings in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings Holding and the Borrower will, ------------------------------------- and will ------------------------------------- cause each of its the Borrower's Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. Neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Holding in respect of any liability of HoldingsHolding, and no bank account of Holdings Holding shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings Holding shall, to the extent permitted by GAAP, clearly establish state the corporate separateness of Holdings Holding from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither the Borrower Holding nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand Holding being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings Holding in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Borrower will, ------------------------------------- and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. Neither the Borrower nor any Subsidiary of the Borrower its Restricted Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document Unrestricted Subsidiary or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) the Parent in respect of any liability of Holdingssuch Unrestricted Subsidiary or the Parent, respectively, and no bank account of Holdings an Unrestricted Subsidiary or the Parent shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to an Unrestricted Subsidiary or the extent permitted by GAAP, Parent shall clearly establish the corporate separateness of Holdings such Unrestricted Subsidiary or the Parent, as the case may be, from the Borrower and each of the Borrower's its Restricted Subsidiaries. Finally, neither Neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower any Unrestricted Subsidiary or any Restricted Subsidiary or the Parent being ignored by any court of the Borrower on the other hand being ignoredcompetent jurisdiction, or in the assets and liabilities of the Borrower or any Restricted Subsidiary of the Borrower being substantively consolidated with those of Holdings any Unrestricted Subsidiary or the Parent in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Borrower will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors’ and shareholders’ meetings and the maintenance of corporate offices and records. Neither the Borrower nor any Restricted Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiary in respect of any liability of Holdingssuch Unrestricted Subsidiary, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, an Unrestricted Subsidiary shall clearly establish the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower and each of the Borrower's its Restricted Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and any Unrestricted Subsidiary which is a direct Subsidiary of the Borrower or any Restricted Subsidiary being ignored by any court of the Borrower on the other hand being ignoredcompetent jurisdiction, or in the assets and liabilities of the Borrower or any Restricted Subsidiary of the Borrower being substantively consolidated with those of Holdings any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Borrower will, and will ------------------------------------- cause each of its Subsidiaries and Unrestricted Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiaries in respect of any liability of Holdingsany Unrestricted Subsidiaries, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiaries shall clearly establish or indicate the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person or any Unrestricted Subsidiary in a bankruptcy, \ reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings will, and will ------------------------------------- cause the Borrower and each of its the Borrower's Subsidiaries to, satisfy customary corporate formalities, including the maintenance of corporate and/or partnership records. Neither the Borrower nor any Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) in respect of any liability of Holdings, and no bank account of Holdings shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrower. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Holdings from the Borrower and each of the Borrower's Subsidiaries. Finally, neither the Borrower Holdings nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower being substantively consolidated with those of Holdings in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings Holding and the Borrower ------------------------------------- will, and will ------------------------------------- cause each of its the Borrower's Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. Neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Holding in respect of any liability of HoldingsHolding, and no bank account of Holdings Holding shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings Holding shall, to the extent permitted by GAAP, clearly establish state the corporate separateness of Holdings Holding from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither the Borrower Holding nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand Holding being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings Holding in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Parent will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither Other than pursuant to any Parent Guaranty or Subsidiary Guaranty entered into pursuant to this Agreement, neither the Borrower Parent nor any Subsidiary of the Borrower its Subsid iaries shall make any payment to a creditor of Holdings (any other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Subsidiary in respect of any liability of Holdingsany such Subsidiary, and no bank account of Holdings any Subsidiary shall be commingled with any bank account of the Borrower Parent or any Subsidiary of the Borrowerother Subsidiary. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Subsidiary shall clearly establish or indicate the corporate separateness of Holdings such Subsidiary from the Borrower Parent and each of the Borrower's its other Subsidiaries. Finally, neither the Borrower Parent nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower Parent or any Subsidiary of the Borrower on the other hand its Subsidiaries being ignored, or in the assets and liabilities of the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Borrower will, and will ------------------------------------- cause each of its Subsidiaries and Unrestricted Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiaries in respect of any liability of Holdingsany Unrestricted Subsidiaries, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiaries shall clearly establish or indicate the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the maintenance of corporate records. Neither the Borrower nor any Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document Document, Tax 52 60 Sharing Agreement or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) in respect of any liability of Holdings, and no bank account of Holdings shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrower. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Holdings from the Borrower and each of the Borrower's Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower being substantively consolidated with those of Holdings in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings The Parent will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither Other than pursuant to any Parent Guaranty or Subsidiary Guaranty entered into pursuant to this Agreement, neither the Borrower Parent nor any Subsidiary of the Borrower its Subsidiaries shall make any payment to a creditor of Holdings (any other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Subsidiary in respect of any liability of Holdingsany such Subsid iary, and no bank account of Holdings any Subsidiary shall be commingled with any bank account of the Borrower Parent or any Subsidiary of the Borrowerother Subsidiary. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Subsid iary shall clearly establish or indicate the corporate separateness of Holdings such Subsidiary from the Borrower Parent and each of the Borrower's its other Subsidiaries. Finally, neither the Borrower Parent nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower Parent or any Subsidiary of the Borrower on the other hand its Subsidiaries being ignored, or in the assets and liabilities of the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings PXI will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. Neither the Borrower nor any other Subsidiary of the Borrower PXI shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) PXI in respect of any liability of HoldingsHoldings or PXI, and no bank account of Holdings or PXI shall be commingled with any bank account of the Borrower or any other Subsidiary of the BorrowerPXI. Any financial statements distributed to any creditors of Holdings or PXI shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Holdings and PXI from the Borrower and each of the BorrowerPXI's other Subsidiaries. Finally, neither the Borrower no Credit Party nor any of its their Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the separate corporate existence of Holdings on the one hand and or PXI from that of the Borrower any or any Subsidiary all of the Borrower on the other hand PXI's Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any other Subsidiary of the Borrower PXI being substantively consolidated with those of Holdings or PXI in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings Furniture Brands will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither None of the Borrower Borrowers nor any Subsidiary of the Borrower their respective Restricted Subsidiaries shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiaries in respect of any liability of Holdingsany Unrestricted Subsidiaries, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account of any of the Borrower Borrowers or any Subsidiary of the Borrowertheir respective Restricted Subsidi- aries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiaries shall clearly establish or indicate the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower Bor- rowers and each of the Borrower's their respective Restricted Subsidiaries. Finally, neither the Borrower Furniture Brands nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate cor- porate existence of Holdings on the one hand and of the Borrower Furniture Brands or any Subsidiary of the Borrower on the other hand its Subsidiaries being ignored, or in the assets and liabilities of the Borrower Borrowers or any Subsidiary of the Borrower their respective Restricted Subsidiaries being substantively consolidated xxxxxxx- dated with those of Holdings any Unrestricted Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings (a) The Borrower will, and will ------------------------------------- cause each of its Unrestricted Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Borrower nor any Subsidiary of the Borrower shall its Subsidiaries will make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) Unrestricted Subsidiary in respect of any liability of Holdingsany Unrestricted Subsidiary, and no bank account of Holdings any Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrowerits Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of Holdings such Unrestricted Subsidiary from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower its Subsidiaries being substantively consolidated with those of Holdings any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Corporate Separateness. Holdings willSatisfy, and will ------------------------------------- cause each of its Subsidiaries toto satisfy, satisfy customary corporate formalities, including the maintenance of corporate records. Neither the Borrower nor any Subsidiary of the Borrower shall make any payment to a creditor of Holdings SSCC or any of its Subsidiaries (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditorthe Borrower and its Subsidiaries) in respect of any liability of HoldingsSSCC or any of its Subsidiaries (other than the Borrower and its Subsidiaries), and no bank account of Holdings SSCC or any of its Subsidiaries (other than the Borrower and its Subsidiaries) shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrower. Any financial statements distributed to any creditors of Holdings SSCC or any of its Subsidiaries shall, to the extent permitted by under GAAP, clearly establish the corporate separateness of Holdings SSCC and its Subsidiaries (other than the Borrower and its Subsidiaries) from the Borrower and each of the Borrower's its Subsidiaries. Finally, neither Neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is reasonably likely to result in the corporate existence of Holdings SSCC or its Subsidiaries (other than the Borrower and its Subsidiaries), on the one hand hand, and of the Borrower or any Subsidiary of the Borrower Borrower, on the other hand hand, being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower being substantively consolidated with those of Holdings SSCC or any of its Subsidiaries (other than the Borrower and its Subsidiaries) in a bankruptcy, reorganization or other insolvency proceeding.