Common use of Certain Undertakings Relating to the Separateness of the MLP Clause in Contracts

Certain Undertakings Relating to the Separateness of the MLP. (a) The Partnership shall conduct its business and operations separate and apart from those of any other Person, except the General Partner and ETE, in accordance with this Section 2.9. (b) The Partnership shall (i) maintain its books and records and accounts separate from those of any other Person, (ii) maintain its financial 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 Subsidiaries, (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 (iv) 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 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, 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. (d) The Partnership shall (i) conduct its business in its own name, (ii) use separate stationery, invoices, and checks, (iii) correct any known misunderstanding regarding its separate identity from that of any other Person, and (iv) generally hold itself out as an entity separate from any other Person. (e) The Partnership shall (i) pay its obligations and liabilities from its own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of its business operations, (iii) not guarantee or become obligated for the debts of any other Person, except ETE and its Affiliates, (iv) not hold out its credit as being available to satisfy the obligations or liabilities of any other Person, except ETE and its Affiliates, (v) not acquire debt obligations or debt securities of the MLP or its Affiliates (other than the General Partner, ETE and LE GP LLC), (vi) not pledge its assets for the benefit of any Person or make loans or advances to any Person, except ETE and its Affiliates, or (vii) use its commercially reasonable efforts to cause the operative documents under which it borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance 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 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 (v)-(vi) of this Section 2.9(e) if the prior written consent of the General Partner has been obtained for such transaction and either (x) the General Partner has determined 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 (y) 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) engage in transactions with the MLP and its Affiliates (other than the General Partner) in conformity with the requirements of Section 7.6 of the MLP Partnership Agreement, and (iii) promptly pay, from its own funds and on a timely basis, its allocable share of general and administrative expenses, capital expenditures, and costs for shared services performed by the MLP or Affiliates of the MLP (other than the General Partner, ETE or LE GP LLC). Each material contract between the Partnership, on the one hand, and the MLP or Affiliates of the MLP (other than the General Partner, ETE or LE GP LLC), on the other hand, 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.”