Common use of Separate Corporate Existence Clause in Contracts

Separate Corporate Existence. The Borrower shall take all reasonable steps (including, without limitation, all steps which the Agent may from time to time reasonably request) to maintain its and its Restricted Subsidiaries' identity as separate legal entities and to make it apparent to third parties that Borrower and such Restricted Subsidiaries are each an entity with assets and liabilities distinct from those of Holdings and any of Holdings' Affiliates (other than the Borrower and its Subsidiaries) (each of Holdings and such of Holdings' Affiliates are referred to in this Section 6.2(M), as the "Parent"). Without limiting the generality of the foregoing, the Borrower shall: (i) require that all full-time employees of the Borrower and each of its Restricted Subsidiaries identify themselves as such and not as employees of its Parent; (ii) compensate all employees, consultants, investment bankers, accountants, lawyers and agents directly, from the Borrower's or such Restricted Subsidiary's applicable bank accounts, for services provided to the Borrower or such Restricted Subsidiary by such employees, consultants, investment bankers and agents and, if any employee, consultant, investment banker or agent of the Borrower or any of its Restricted Subsidiaries is also an employee, consultant, investment banker or agent of Parent, allocate the compensation of such employee, consultant, investment banker or agent between the Borrower or the Restricted Subsidiary, as applicable, and the Parent on the basis of actual use of the services so rendered to the extent practicable and, to the extent such allocation is not practical, on a basis reasonably related to actual use of such services; (iii) allocate all overhead expenses (including, without limitation, telephone and other utility charges and lease and office expenses) for items shared between the Borrower or any Restricted Subsidiary of the Borrower and Parent 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; (iv) cause the Borrower and each Restricted Subsidiary of the Borrower to be named as an insured on the insurance policy covering its property, 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 the Borrower or applicable Restricted Subsidiary; (v) maintain the Borrower's and its Restricted Subsidiaries' books and records complete and separate from those of the Parent; (vi) ensure that any of the Borrower's or Parent's consolidated financial statements or other public information for the Borrower and its Affiliates on a consolidated basis contain appropriate disclosures concerning the Borrower's separate existence; (vii) not maintain bank accounts or other depository accounts to which the Parent is an account party, into which the Parent makes deposits or from which the Parent has the power to make withdrawals; (viii) not permit the Parent to pay any of the Borrower's operating expenses (except when paid and charged pursuant to an allocation based upon actual use, to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use); and (ix) not pay dividends or make distributions, loans or other advances to Parent except to the extent duly authorized by its board of directors and in accordance with applicable corporate law.

Separate Corporate Existence. The Borrower shall take all reasonable steps (including, without limitation, all steps which the Agent may from time to time reasonably request) to maintain its and its Restricted Subsidiaries' identity as separate legal entities and to make it apparent to third parties that Borrower and such Restricted Subsidiaries are each an entity with assets and liabilities distinct from those of Holdings Holdings, Enterprises and any of Holdings' their respective Affiliates (other than the Borrower and its Subsidiaries) (each of Holdings Holdings, Enterprises and such of Holdings' Affiliates other Persons are referred to in this Section 6.2(M7.2(L), as the "ParentPARENT"). Without limiting the generality of the foregoing, the Borrower shall: (i) require that all full-time employees of the Borrower and each of its Restricted Subsidiaries identify themselves as such and not as employees of its the Parent; (ii) compensate all employees, consultants, investment bankers, accountants, lawyers and agents directly, from the Borrower's or such Restricted Subsidiary's applicable bank accounts, for services provided to the Borrower or such Restricted Subsidiary by such employees, consultants, investment bankers and agents and, if any employee, consultant, investment banker or agent of the Borrower or any of its Restricted Subsidiaries is also an employee, consultant, investment banker or agent of the Parent, allocate the compensation of such employee, consultant, investment banker or agent between the Borrower or the Restricted Subsidiary, as applicable, and the Parent on the basis of actual use of the services so rendered to the extent practicable and, to the extent such allocation is not practical, on a basis reasonably related to actual use of such services; (iii) allocate all overhead expenses (including, without limitation, telephone and other utility charges and lease and office expenses) for items shared between the Borrower or any Restricted Subsidiary of the Borrower and the Parent 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; (iv) cause the Borrower and each Restricted Subsidiary of the Borrower to be named as an insured on the insurance policy covering its property, 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 the Borrower or applicable Restricted Subsidiary; (v) maintain the Borrower's and its Restricted Subsidiaries' books and records complete and separate from those of the Parent; (vi) ensure that any of the Borrower's or Parent's consolidated financial statements or other public information for the Borrower and its Affiliates on a consolidated basis contain appropriate disclosures concerning the Borrower's separate existence; (vii) not maintain bank accounts or other depository accounts to which the Parent is an account party, into which the Parent makes deposits or from which the Parent has the power to make withdrawals; (viii) not permit the Parent to pay any of the Borrower's operating expenses (except when paid and charged pursuant to an allocation based upon actual use, to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use); and (ix) not pay dividends or make distributions, loans or other advances to Parent except to the extent duly authorized by its board of directors and in accordance with applicable corporate law.the

Separate Corporate Existence. The Borrower shall take all reasonable steps (including, without limitation, all steps which the Agent may from time to time reasonably request) to maintain its and its Restricted Subsidiaries' identity as separate legal entities from Holdings and to make it apparent to third parties that each of the Borrower and such Restricted Subsidiaries are each an entity with assets and liabilities distinct from those of Holdings and any of Holdings' Affiliates (other than the Borrower and its Subsidiaries) (each of Holdings and such of Holdings' Affiliates other Persons are referred to in this Section 6.2(M6.2(N), as the "ParentPARENT ENTITY"). Without limiting the generality of the foregoing, the Borrower shall: (i) require that all full-time employees of the Borrower and each of its Restricted Subsidiaries identify themselves as such and not as employees of its Parentany Parent Entity; (ii) compensate all employees, consultants, investment bankers, accountants, lawyers and agents directly, from the Borrower's or such Restricted Subsidiary's applicable bank accounts, for services provided to the Borrower or such Restricted Subsidiary by such employees, consultants, investment bankers and agents and, if any employee, consultant, investment banker or agent of the Borrower or any of its Restricted Subsidiaries is also an employee, consultant, investment banker or agent of Parentany Parent Entity, allocate the compensation of such employee, consultant, investment banker or agent between among the Borrower or its Subsidiaries, on the Restricted Subsidiary, one hand as applicable, and the applicable Parent Entity or Parent Entities, on the other hand as applicable, on the basis of actual use of the services so rendered to the extent practicable and, to the extent such allocation is not practical, on a basis reasonably related to actual use of such services; (iii) allocate all overhead expenses (including, without limitation, telephone and other utility charges and lease and office expenses) for items shared between among the Borrower or any Restricted Subsidiary of its Subsidiaries, on the Borrower one hand as applicable, and the applicable Parent Entity or Parent Entities, on the other hand as applicable, 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; (iv) cause the Borrower and each Restricted Subsidiary of the Borrower its Subsidiaries to be named as an insured on the insurance policy covering its property, 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 the Borrower or applicable Restricted Subsidiary; (v) maintain the Borrower's and its Restricted Subsidiaries' books and records complete and separate from those of the Parenteach Parent Entity; (vi) ensure that any of the Borrower's or Parentany Parent Entity's consolidated financial statements or other public information for the Borrower and its Affiliates or any Parent Entity and its Affiliates on a consolidated basis contain appropriate disclosures concerning the Borrower's Borrowers' separate existence; (vii) not maintain bank accounts or other depository accounts to which the any Parent Entity is an account party, into which the any Parent Entity makes deposits or from which the any Parent Entity has the power to make withdrawals; (viii) not permit the any Parent Entity to pay any of the Borrower's operating expenses (except when paid and charged pursuant to an allocation based upon actual use, to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use); and (ix) not pay dividends or make distributions, loans or other advances to any Parent Entity except to the extent duly authorized by its board of directors and in accordance with applicable corporate lawcorporation law and otherwise as permitted by this Agreement.

Separate Corporate Existence. The Borrower shall take all reasonable steps (including, without limitation, all steps which the Agent may from time to time reasonably request) to maintain its and its Restricted Specified Subsidiaries' identity as separate legal entities and to make it apparent to third parties that Borrower and such Restricted Specified Subsidiaries are each an entity with assets and liabilities distinct from those of Holdings AMC and any of Holdings' AMC's Affiliates (other than which are not members of the Borrower and its Subsidiaries) Corporate Group (each of Holdings AMC and such of Holdings' Affiliates other Persons are referred to in this Section 6.2(MSECTION 6.2(P), as the "ParentPARENT"). Without limiting the generality of the foregoing, the Borrower shall: (i) require that all full-time employees of the Borrower and each of its Restricted the Specified Subsidiaries identify themselves as such and not as employees of its ParentParent (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees solely as Borrower's or the Specified Subsidiary's employees, as applicable); (ii) compensate all employees, consultants, investment bankers, accountants, lawyers and agents directly, from the Borrower's or such Restricted Specified Subsidiary's applicable bank accounts, for services provided to the Borrower or such Restricted Specified Subsidiary by such employees, consultants, investment bankers and agents and, if to the extent any employee, consultant, investment banker or agent of the Borrower or any of its Restricted Subsidiaries Specified Subsidiary is also an employee, consultant, investment banker or agent of Parent, allocate the compensation of such employee, consultant, investment banker or agent between the Borrower or the Restricted Specified Subsidiary, as applicable, and the Parent on the basis of actual use of the services so rendered to the extent practicable and, to the extent such allocation is not practical, on a basis reasonably related to actual use of such services; (iii) allocate all overhead expenses (including, without limitation, telephone and other utility charges and lease and office expenses) for items shared between the Borrower or any Restricted Specified Subsidiary of the Borrower and Parent 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; (iv) cause the Borrower and each Restricted Specified Subsidiary of the Borrower to be named as an insured on the insurance policy covering its property, 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 the Borrower or applicable Restricted Specified Subsidiary; (v) maintain the Borrower's and its Restricted the Specified Subsidiaries' books and records complete and separate from those of the Parent; (vi) ensure that any of the Borrower's or ParentAMC's consolidated financial statements or other public information for the Borrower and its Affiliates on a consolidated basis contain appropriate disclosures concerning the Borrower's separate existence; (vii) not maintain bank accounts or other depository accounts to which the Parent is an account party, into which the Parent makes deposits or from which the Parent has the power to make withdrawals; (viii) not permit the Parent to pay any of the Borrower's operating expenses (except when paid and charged pursuant to an allocation based upon actual use, to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use); and (ix) not pay dividends or make distributions, loans or other advances to Parent except to the extent more frequently than once during any fiscal quarter, and, in each case, as duly authorized by its board of directors and in accordance with applicable corporate corporation law.

Separate Corporate Existence. The Borrower shall take all reasonable steps (including, without limitation, all steps which the Agent may from time to time reasonably request) to maintain its and its Restricted Subsidiariesthe other Loan Parties' identity as separate legal entities and to make it apparent to third parties that Borrower and such Restricted Subsidiaries Loan Parties are each an entity with assets and liabilities distinct from those of Holdings and any of Holdings' Affiliates (other than the Borrower and its Subsidiaries) (each of Holdings and such of Holdings' Affiliates are referred to in this Section 6.2(M), as the "Parent")Borrower's Non-Controlled Affiliates. Without limiting the generality of the foregoing, the Borrower shall: (i) require that all full-time employees of the Borrower and each of its Restricted Subsidiaries other Loan Party identify themselves as such and not as employees of its Parent; a Non- Controlled Affiliate (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees solely as Borrower's or such Loan Party's employees, as applicable); (ii) compensate all employees, consultants, investment bankers, accountants, lawyers and agents directly, from the Borrower's or such Restricted SubsidiaryLoan Party's applicable bank accounts, for services provided to the Borrower or such Restricted Subsidiary Loan Party by such employees, consultants, investment bankers and agents and, if to the extent any employee, consultant, investment banker or agent of the Borrower or any of its Restricted Subsidiaries Loan Party is also an employee, consultant, investment banker or agent of Parenta Non-Controlled Affiliate, allocate the compensation of such employee, consultant, investment banker or agent between the Borrower or the Restricted SubsidiaryLoan Party, as applicable, and the Parent Non-Controlled Affiliate on the basis of actual use of the services so rendered to the extent practicable and, to the extent such allocation is not practical, on a basis reasonably related to actual use of such services; ; (iii) allocate all overhead expenses (including, without limitation, telephone and other utility charges and lease and office expenses) for items shared between the Borrower or any Restricted Subsidiary of the Borrower Loan Party and Parent a Non- Controlled Affiliate 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; ; (iv) cause the Borrower and each Restricted Subsidiary of the Borrower other Loan Party to be named as an insured on the insurance policy covering its property, 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 the Borrower or applicable Restricted SubsidiaryLoan Party; (v) maintain the Borrower's and its Restricted Subsidiaries' books and records complete and separate from those of the Parent; (vi) ensure that any of the Borrower's or Parent's consolidated financial statements or other public information for the Borrower and its Affiliates on a consolidated basis contain appropriate disclosures concerning the Borrower's separate existence; (vii) not maintain bank accounts or other depository accounts to which the Parent is an account party, into which the Parent makes deposits or from which the Parent has the power to make withdrawals; (viii) not permit the Parent to pay any of the Borrower's operating expenses (except when paid and charged pursuant to an allocation based upon actual use, to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use); and (ix) not pay dividends or make distributions, loans or other advances to Parent except to the extent duly authorized by its board of directors and in accordance with applicable corporate law.

Separate Corporate Existence. The Borrower shall take all reasonable steps (including, without limitation, all steps which the Agent may from time to time reasonably request) to maintain its and its Restricted Subsidiaries' identity as separate legal entities from Holdings and to make it apparent to third parties that each of the Borrower and such Restricted Subsidiaries are each an entity with assets and liabilities distinct from those of Holdings and any of Holdings' Affiliates (other than the Borrower and its Subsidiaries) (each of Holdings and such of Holdings' Affiliates other Persons are referred to in this Section 6.2(M6.2(N), as the "ParentParent Entity"). Without limiting the generality of the foregoing, the Borrower shall: (i) require that all full-time employees of the Borrower and each of its Restricted Subsidiaries identify themselves as such and not as employees of its Parentany Parent Entity; (ii) compensate all employees, consultants, investment bankers, accountants, lawyers and agents directly, from the Borrower's or such Restricted Subsidiary's applicable bank accounts, for services provided to the Borrower or such Restricted Subsidiary by such employees, consultants, investment bankers and agents and, if any employee, consultant, investment banker or agent of the Borrower or any of its Restricted Subsidiaries is also an employee, consultant, investment banker or agent of Parentany Parent Entity, allocate the compensation of such employee, consultant, investment banker or agent between among the Borrower or its Subsidiaries, on the Restricted Subsidiary, one hand as applicable, and the applicable Parent Entity or Parent Entities, on the other hand as applicable, on the basis of actual use of the services so rendered to the extent practicable and, to the extent such allocation is not practical, on a basis reasonably related to actual use of such services; (iii) allocate all overhead expenses (including, without limitation, telephone and other utility charges and lease and office expenses) for items shared between among the Borrower or any Restricted Subsidiary of its Subsidiaries, on the Borrower one hand as applicable, and the applicable Parent Entity or Parent Entities, on the other hand as applicable, 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; (iv) cause the Borrower and each Restricted Subsidiary of the Borrower its Subsidiaries to be named as an insured on the insurance policy covering its property, 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 the Borrower or applicable Restricted Subsidiary; (v) maintain the Borrower's and its Restricted Subsidiaries' books and records complete and separate from those of the Parenteach Parent Entity; (vi) ensure that any of the Borrower's or Parentany Parent Entity's consolidated financial statements or other public information for the Borrower and its Affiliates or any Parent Entity and its Affiliates on a consolidated basis contain appropriate disclosures concerning the Borrower's Borrowers' separate existence; (vii) not maintain bank accounts or other depository accounts to which the any Parent Entity is an account party, into which the any Parent Entity makes deposits or from which the any Parent Entity has the power to make withdrawals; (viii) not permit the any Parent Entity to pay any of the Borrower's operating expenses (except when paid and charged pursuant to an allocation based upon actual use, to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use); and (ix) not pay dividends or make distributions, loans or other advances to any Parent Entity except to the extent duly authorized by its board of directors and in accordance with applicable corporate lawcorporation law and otherwise as permitted by this Agreement.

Separate Corporate Existence. The Borrower shall take all reasonable steps (including, without limitation, all steps which the Agent may from time to time reasonably request) to maintain its and its Restricted Subsidiaries' identity as separate legal entities and to make it apparent to third parties that Borrower and such Restricted Subsidiaries are each an entity with assets and liabilities distinct from those of Holdings Holdings, Enterprises and any of Holdings' their respective Affiliates (other than the Borrower and its Subsidiaries) (each of Holdings Holdings, Enterprises and such of Holdings' Affiliates other Persons are referred to in this Section 6.2(M7.2(L), as the "ParentPARENT"). Without limiting the generality of the foregoing, the Borrower shall: (i) require that all full-time employees of the Borrower and each of its Restricted Subsidiaries identify themselves as such and not as employees of its the Parent; (ii) compensate all employees, consultants, investment bankers, accountants, lawyers and agents directly, from the Borrower's or such Restricted Subsidiary's applicable bank accounts, for services provided to the Borrower or such Restricted Subsidiary by such employees, consultants, investment bankers and agents and, if any employee, consultant, investment banker or agent of the Borrower or any of its Restricted Subsidiaries is also an employee, consultant, investment banker or agent of the Parent, allocate the compensation of such employee, consultant, investment banker or agent between the Borrower or the Restricted Subsidiary, as applicable, and the Parent on the basis of actual use of the services so rendered to the extent practicable and, to the extent such allocation is not practical, on a basis reasonably related to actual use of such services; (iii) allocate all overhead expenses (including, without limitation, telephone and other utility charges and lease and office expenses) for items shared between the Borrower or any Restricted Subsidiary of the Borrower and the Parent 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; (iv) cause the Borrower and each Restricted Subsidiary of the Borrower to be named as an insured on the insurance policy covering its property, 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 the Borrower or applicable Restricted such Subsidiary; (v) maintain the Borrower's and its Restricted Subsidiaries' books and records complete and separate from those of the Parent; (vi) ensure that any of the Borrower's or the Parent's consolidated financial statements or other public information for with respect to the Borrower and its Affiliates prepared on a consolidated basis contain appropriate disclosures concerning the Borrower's separate existence; (vii) not maintain bank accounts or other depository accounts to which the Parent is an account party, into which the Parent makes deposits or from which the Parent has the power to make withdrawals; (viii) not permit the Parent to pay any of the Borrower's operating expenses (except when paid and charged pursuant to an allocation based upon actual use, to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use); and (ix) not pay dividends or make distributions, loans or other advances to the Parent except to the extent duly authorized by its board of directors and in accordance with applicable corporate corporation law.