Common use of Certain Undertakings Relating Clause in Contracts

Certain Undertakings Relating. to the Separateness of the Partnership (a) The Partnership shall conduct its business and operations separate and apart from those of any other Person (including Holdco), except the General Partner and other Group Members, in accordance with this Section 7.6. (b) The Partnership shall (i) maintain its books and records and its accounts separate from those of any other Person, (ii) maintain its financial statements separate from those of any other Person, except its consolidated subsidiaries, and (iii) file its own tax returns separate from those of any other Person, except to the extent that the Partnership is treated as a “disregarded entity” for tax purposes or is not otherwise required to file tax returns under applicable law. (c) The Partnership shall not commingle or pool its assets with those of any other Person, except its consolidated subsidiaries, and shall maintain its assets in a manner that is not costly or difficult to segregate, ascertain or otherwise identify as separate from those of any other Person. The funds of the Partnership shall be deposited in such account or accounts as shall be designated by the General Partner, and shall not be commingled with the funds of the General Partner or any of its Affiliates. All withdrawals from or charges against such accounts shall be made by the General Partner or by its agents on behalf of the Partnership. Funds of the Partnership may be invested as determined by the General Partner. (d) The Partnership shall (i) conduct its business in its own name or in the names of other Group Members, (ii) use separate stationery, invoices, and checks, (iii) correct any known misunderstanding regarding its separate identity, and (iv) generally hold itself out as an entity separate from any other Person (other than other Group Members). (e) The Partnership (i) shall pay its own liabilities from its own funds, (ii) shall maintain adequate capital in light of its contemplated business operations, (iii) shall not guarantee or become obligated for the debts of any other Person, except Group Members and except for the Partnership’s obligations under the Services Agreement, (iv) shall not hold out its credit as being available to satisfy the obligations of any other Person, except Group Members and except for the Partnership’s obligations under the Services Agreement, (v) shall not acquire obligations or debt securities of Holdco and (vi) shall not pledge its assets to secure the obligations of any other Person or make loans or advances to any Person, except Group Members or the General Partner or OLP GP pursuant to Section 7.7(j); provided that the Partnership may engage in any transaction described in clauses (iii)-(vi) of this Section 7.6(e) if Special Approval has been obtained for such transaction and either (A) the Audit Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange. (f) The Partnership shall (i) observe all partnership formalities and other formalities required by its organizational documents, the laws of the jurisdiction of its formation, or other laws, rules, regulations and orders of governmental authorities exercising jurisdiction over it, (ii) only enter into transactions with Holdco which are consistent with an arms-length relationship, and (iii) subject to the terms of the Exchange Agreement, promptly pay, from its own funds, and on a current basis, its allocable share of general and administrative expenses, capital expenditures, and costs for shared services performed by Holdco. Each material contract between the Partnership or another Group Member, on the one hand, and Holdco, on the other hand, shall be in writing. (g) Failure by the Partnership to comply with any of the obligations set forth above shall not affect the status of the Partnership as a legal entity, with its separate assets and separate liabilities.

Certain Undertakings Relating. to the Separateness of the PartnershipMLP. (a) The Partnership shall conduct its business and operations separate and apart from those of any other Person (including Holdco)Person, except the General Partner and other Group MembersETE, in accordance with this Section 7.62.9. (b) The Partnership shall (i) maintain its books and records and its accounts separate from those of any other Person, (ii) maintain its financial statements records, which will be used by it in the ordinary course of business, showing its assets and liabilities separate and apart from those of any other Person, except its consolidated subsidiariesSubsidiaries, (iii) not have its assets and/or liabilities included in a consolidated financial statement of any Affiliate of LE GP LLC (other than the inclusion of the assets and/or liabilities of the Partnership and its Subsidiaries in the consolidated financial statements of ETE and LE GP LLC) unless appropriate notation shall be made on such Affiliate’s consolidated financial statements to indicate the separateness of the Partnership and its assets and liabilities from such Affiliate and the assets and liabilities of such Affiliate, and to indicate that the assets and liabilities of the Partnership are not available to satisfy the debts and other obligations of such Affiliate, and (iiiiv) file its own tax returns separate from those of any other Person, except (A) to the extent that the Partnership (x) is treated as a “disregarded entity” for tax purposes or (y) is not otherwise required to file tax returns under applicable lawApplicable Law or (B) as may otherwise be required by Applicable Law. (c) The Partnership shall not commingle or pool its funds or other assets with those of any other Person, except its consolidated subsidiaries, and shall maintain its assets in a manner that is not costly or difficult to segregate, ascertain or otherwise identify as separate from those of any other Person. The funds of the Partnership shall be deposited in such account or accounts as shall be designated by the General Partner, and shall not be commingled with the funds of the General Partner or any of its Affiliates. All withdrawals from or charges against such accounts shall be made by the General Partner or by its agents on behalf of the Partnership. Funds of the Partnership may be invested as determined by the General Partner. (d) The Partnership shall (i) conduct its business in its own name or in the names of other Group Membersname, (ii) use separate stationery, invoices, and checks, (iii) correct any known misunderstanding regarding its separate identityidentity from that of any other Person, and (iv) generally hold itself out as an entity separate from any other Person (other than other Group Members)Person. (e) The Partnership shall (i) shall pay its own obligations and liabilities from its own fundsfunds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its contemplated business operations, (iii) shall not guarantee or become obligated for the debts of any other Person, except Group Members ETE and except for the Partnership’s obligations under the Services Agreementits Affiliates, (iv) shall not hold out its credit as being available to satisfy the obligations or liabilities of any other Person, except Group Members ETE and except for the Partnership’s obligations under the Services Agreementits Affiliates, (v) shall not acquire debt obligations or debt securities of Holdco the MLP or its Affiliates (other than the General Partner, ETE and LE GP LLC), (vi) shall not pledge its assets to secure for the obligations benefit of any other Person or make loans or advances to any Person, except Group Members ETE and its Affiliates, or (vii) use its commercially reasonable efforts to cause the General Partner operative documents under which it borrows money, is an issuer of debt securities, or OLP GP pursuant guarantees any such borrowing or issuance after the Effective Date, to Section 7.7(j)contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Partnership from any other Persons and (B) the Partnership has assets and liabilities that are separate from those of other Persons; provided that the Partnership may engage in any transaction described in clauses (iii)-(viv)-(vi) of this Section 7.6(e2.9(e) if Special Approval the prior written consent of the General Partner has been obtained for such transaction and either (Ax) the Audit Committee General Partner has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, determined that the borrower or recipient of the credit extension support is not then insolvent and will not be rendered insolvent as a result of such transaction or (By) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange. (f) The Partnership shall (i) observe all partnership formalities and other formalities required by its organizational documents, the laws of the jurisdiction of its formation, or other laws, rules, regulations and orders of governmental authorities Governmental Authorities exercising jurisdiction over it, (ii) only enter into engage in transactions with Holdco which are consistent the MLP and its Affiliates (other than the General Partner) in conformity with an arms-length relationshipthe requirements of Section 7.6 of the MLP Partnership Agreement, and (iii) subject to the terms of the Exchange Agreement, promptly pay, from its own funds, funds and on a current timely basis, its allocable share of general and administrative expenses, capital expenditures, and costs for shared services performed by Holdcothe MLP or Affiliates of the MLP (other than the General Partner, ETE or LE GP LLC). Each material contract between the Partnership or another Group MemberPartnership, on the one hand, and Holdcothe MLP or Affiliates of the MLP (other than the General Partner, ETE or LE GP LLC), on the other hand, shall must be (A) approved by the General Partner and (B) on terms objectively demonstrable to be no less favorable to the Partnership than those generally being provided to or available from unrelated third parties, and in any event must be in writing. (g) Failure by the Partnership to comply with any of the obligations set forth above shall not affect the status of the Partnership as a separate legal entity, with its separate assets and separate liabilities.”