Common use of Separate Credit Clause in Contracts

Separate Credit. The Partnership (i) shall pay its obligations and liabilities from its own funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its business operations, (iii) shall not pledge its assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, except its Subsidiaries, (iv) shall not hold out its credit as being available to satisfy the obligations or liabilities of any other Person, except its Subsidiaries, (v) shall not acquire obligations or debt securities of EPCO or its Affiliates (other than the other members of the Partnership Group and the General Partner), (vi) shall not make loans or advances to any Person, except its Subsidiaries, and (vii) use its commercially reasonable efforts to cause the operative documents under which the Partnership or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance, to 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 and the General Partner from each other and from any other Persons, including any Affiliate of the General Partner and (B) the Partnership and the General Partner have assets and liabilities that are separate from those of other persons, including any Affiliate of the General Partner; provided that, the Partnership may engage in any transaction described in clauses (v)-(vi) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined (by Special Approval) that the borrower or recipient of the credit support 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.

Separate Credit. The Partnership (i) shall pay its obligations and liabilities from its own funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its business operations, (iii) shall not pledge its assets for the benefit of any other Person or guarantee or become obligated for the debts of any other Person, Person (except its Subsidiariesto the extent specified in the Contribution Agreement or the Omnibus Agreement), (iv) shall not hold out its credit as being available to satisfy the obligations or liabilities of any other Person, except its Subsidiaries, (v) shall not acquire obligations or debt securities (except to the extent specified in the Contribution Agreement or the Omnibus Agreement) of EPCO DEFS or its Affiliates (other than the other members of the Partnership Group and the General Partner)) nor the MLP or its Subsidiaries, (vi) shall not make loans loans, advances or advances capital contributions to DEFS or its Affiliates (other than the MLP or any Person, except of its Subsidiaries), and (vii) shall use its commercially reasonable efforts to cause the operative documents under which the Partnership or any of its Subsidiaries the General Partner borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance, to 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 and the General Partner from each other and from any other PersonsPerson, including any Affiliate of the General Partner and (B) the Partnership and the General Partner have assets and liabilities that are separate from those of other personsPersons, including any Affiliate of the General Partner; provided that, the Partnership may engage in any transaction described in clauses (v)-(viv) or (vi) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined (by Special Approval) that the borrower or recipient of the credit support 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 sale or a National Securities Exchange.

Separate Credit. The Partnership (i) shall pay its obligations and liabilities from its own funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its business operations, (iii) shall not pledge its assets for the benefit of any other Person or guarantee or become obligated for the debts of any other Person, except its Subsidiaries, (iv) shall not hold out its credit as being available to satisfy the obligations or liabilities of any other Person, except its Subsidiaries, (v) shall not acquire obligations or debt securities (other than those assumed and paid off on the Closing Date pursuant to the Contribution Agreement) of EPCO or its Affiliates (other than the other members of the Partnership Group and the General Partner)) nor the MLP, the MLP General Partner or their subsidiaries or the Teppco MLP, the Teppco MLP General Partner or their subsidiaries, (vi) shall not make loans loans, advances or advances capital contributions to any Person, except its Subsidiaries, and (vii) shall use its commercially reasonable efforts to cause the operative documents under which the Partnership or any of its Subsidiaries the General Partner borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance, to 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 and the General Partner from each other and from any other PersonsPerson, including any Affiliate of the General Partner and (B) the Partnership and the General Partner have assets and liabilities that are separate from those of other personsPersons, including any Affiliate of the General Partner; provided that, the Partnership may engage in any transaction described in clauses (v)-(viv) or (vi) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined (by Special Approval) that the borrower or recipient of the credit support 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.

Separate Credit. The Partnership (i) shall pay its obligations and liabilities from its own funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its business operations, (iii) shall not pledge its assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, except its Subsidiaries, (iv) shall not hold out its credit as being available to satisfy the obligations or liabilities of any other Person, except its Subsidiaries, (v) shall not acquire obligations or debt securities of EPCO or its Affiliates (other than the other members of the Partnership Group and the General Partner), (vi) shall not make loans or advances to any Person, except its Subsidiaries, and (vii) use its commercially reasonable efforts to cause the operative documents under which the Partnership or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuanceissuance after the date of this Agreement, to 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 and the General Partner from each other and from any other Persons, including any Affiliate of the General Partner and (B) the Partnership and the General Partner have assets and liabilities that are separate from those of other persons, including any Affiliate of the General Partner; provided that, the Partnership may engage in any transaction described in clauses (v)-(vi) of this Section 2.9(e6.16(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined (by Special Approval) that the borrower or recipient of the credit support 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.

Separate Credit. The Partnership Company shall, and shall cause the MLP to, (i) shall pay its their respective obligations and liabilities from its their respective own funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its their respective business operations, (iii) shall not pledge its assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, except other than the Company and the MLP and its Subsidiaries, (iv) shall not hold out its their respective credit as being available to satisfy the obligations or liabilities of any other Person, except its Subsidiaries, (v) shall not acquire debt obligations or debt securities of EPCO the MLP or its Affiliates (other than the other members of MLP and/or the Partnership Group Company and the General Partnertheir Subsidiaries), (vi) shall not pledge their assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries, and their respective Subsidiaries or (vii) use its commercially reasonable efforts to cause the operative documents under which the Partnership or any of its Subsidiaries MLP borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuanceissuance after the Effective Date, to 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 Company and the General Partner MLP from each other and from any other Persons, including any Affiliate of the General Partner Persons and (B) the Partnership Company and the General Partner MLP have assets and liabilities that are separate from those of other persons, including any Affiliate of the General PartnerPersons; provided that, that the Partnership Company and the MLP may engage in any transaction described in clauses (v)-(vi) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined (by Special Approval) that the borrower or recipient of the credit support 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.

Separate Credit. The Company shall, and shall cause the members of the Partnership Group to, (i) shall pay its their respective obligations and liabilities from its their respective own funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its their respective business operations, (iii) shall not pledge its their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, except its Subsidiariesother than the Company and/or one or more members of the Partnership Group, (iv) shall not hold out its their respective credit as being available to satisfy the obligations or liabilities of any other Person, except its Subsidiariesmembers of the Partnership Group, (v) shall not acquire debt obligations or debt securities of EPCO or its Affiliates (other than the other members of the Partnership Group and the General Partner)Controlling Entities, (vi) shall not make loans or advances to any Person, except its Subsidiariesmembers of the Partnership Group, and or (vii) use its their commercially reasonable efforts to cause the operative documents under which the Partnership or any of its Subsidiaries Company borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance, issuance to 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 Company and the General Partner Partnership from each other and from any other Persons, including any Affiliate of the General Partner Controlling Entities, and (B) the Partnership Company and the General Partner Partnership have assets and liabilities that are separate from those of other personsPersons, including any Affiliate of the General PartnerControlling Entities; provided that, that the Company and the Partnership may engage in any transaction described in clauses (v)-(vi) of this Section 2.9(e2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined (by Special Approval) Approval that the borrower or recipient of the credit support 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 ExchangeExchange (as such term is defined in the Partnership Agreement).

Separate Credit. The Partnership (i) shall pay its obligations and liabilities from its own funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its business operations, (iii) shall not pledge its assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, except its Subsidiaries, (iv) shall not hold out its credit as being available to satisfy the obligations or liabilities of any other Person, except its Subsidiaries, (v) shall not acquire obligations or debt securities of EPCO or its Affiliates (other than the other members of the Partnership Group and the General Partner), (vi) shall not pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries, and (vii) use its commercially reasonable efforts to cause the operative documents under which the Partnership or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance, to 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 and the General Partner from each other and from any other Persons, including any Affiliate of the General Partner and (B) the Partnership and the General Partner have assets and liabilities that are separate from those of other persons, including any Affiliate of the General Partner; provided that, the Partnership may engage in any transaction described in clauses (v)-(viiii)-(vi) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined (by Special Approval) that the borrower or recipient of the credit support 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.

Separate Credit. The Partnership Company shall, and shall cause the MLP to, (i) shall pay its their respective obligations and liabilities from its their respective own funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its their respective business operations, (iii) shall not pledge its assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, except other than the Company and the MLP and its Subsidiaries, (iv) shall not hold out its their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except its Subsidiaries, (v) shall not acquire debt obligations or debt securities of EPCO the MLP or its Affiliates (other than the other members of MLP and/or the Partnership Group Company and the General Partnertheir Subsidiaries), (vi) shall not pledge their assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries, and their respective Subsidiaries or (vii) use its commercially reasonable efforts to cause the operative documents under which the Partnership or any of its Subsidiaries MLP borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuanceissuance after the Effective Date, to 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 Company and the General Partner MLP from each other and from any other Persons, including any Affiliate of the General Partner Persons and (B) the Partnership Company and the General Partner MLP have assets and liabilities that are separate from those of other persons, including any Affiliate of the General PartnerPersons; provided that, that the Partnership Company and the MLP may engage in any transaction described in clauses (v)-(vi) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined (by Special Approval) that the borrower or recipient of the credit support 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.

Separate Credit. The Company shall, and shall cause the members of the Partnership Group to, (i) shall pay its their respective obligations and liabilities from its their respective own funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of its their respective business operations, (iii) shall not pledge its their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, except its Subsidiariesother than the Company and/or one or more members of the Partnership Group, (iv) shall not hold out its their respective credit as being available to satisfy the obligations or liabilities of any other Person, except its Subsidiariesmembers of the Partnership Group, (v) shall not acquire debt obligations or debt securities of EPCO or its Affiliates (other than the other members of the Partnership Group and the General Partner)SemGroup Entities, (vi) shall not make loans or advances to any Person, except its Subsidiariesmembers of the Partnership Group, and or (vii) use its their commercially reasonable efforts to cause the operative documents under which the Partnership or any of its Subsidiaries Company borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance, issuance to 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 Company and the General Partner Partnership from each other and from any other Persons, including any Affiliate of the General Partner SemGroup Entities, and (B) the Partnership Company and the General Partner Partnership have assets and liabilities that are separate from those of other personsPersons, including any Affiliate of the General PartnerSemGroup Entities; provided that, that the Company and the Partnership may engage in any transaction described in clauses (v)-(vi) of this Section 2.9(e2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined (by Special Approval) Approval that the borrower or recipient of the credit support 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 ExchangeExchange (as such term is defined in the Partnership Agreement).