Common use of Certain Undertakings Relating to the Separateness of the Partnership 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 the Partnership Group, in accordance with this Section 7.5. (b) The Partnership shall maintain (i) its books and records, (ii) its accounts, and (iii) its financial statements, separate from those of any other Person, except the Partnership Group. (c) The Partnership shall not commingle or pool its assets with those of any other Person, except the Partnership Group, 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 its subsidiaries, (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. (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 pursuant to Section 7.6(j); provided that the Partnership may engage in any transaction described in clauses (iii)-(vi) of this Section 7.5(e) if Special Approval has been obtained for such transaction and either (A) the Audit Committee of the Board of Directors of the 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, 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) engage in transactions with Holdco in conformity with the requirements of this Section, 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 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 the Partnership Groupother Group Members, in accordance with this Section 7.57.6. (b) The Partnership shall maintain (i) maintain its books and recordsrecords and its accounts separate from those of any other Person, (ii) its accounts, and (iii) maintain its financial statements, 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 Groupis 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 the Partnership Groupits 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 its subsidiariesother 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 PersonPerson (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 pursuant to Section 7.6(j7.7(j); provided that the Partnership may engage in any transaction described in clauses (iii)-(vi) of this Section 7.5(e7.6(e) if Special Approval has been obtained for such transaction and either (A) the Audit Committee of the Board of Directors of the 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, 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) engage in only enter into transactions with Holdco in conformity which are consistent with the requirements of this Sectionan 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 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 the Partnership Groupother Group Members, in accordance with this Section 7.57.6. (b) The Partnership shall maintain (i) maintain its books and recordsrecords and its accounts separate from those of any other Person, (ii) its accounts, and (iii) maintain its financial statements, 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 Groupis 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 the Partnership Groupits 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 its subsidiariesother 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 PersonPerson (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 ’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 ’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 7.6(j7.7(j); provided that the Partnership may engage in any transaction described in clauses (iii)-(vi) of this Section 7.5(e7.6(e) if Special Approval has been obtained for such transaction and either (A) the Audit Committee of the Board of Directors of the 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, 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) engage in only enter into transactions with Holdco in conformity which are consistent with the requirements of this Sectionan 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 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 the Partnership Groupother Group Members, in accordance with this Section 7.57.6. (b) The Partnership shall maintain (i) maintain its books and recordsrecords and its accounts separate from those of any other Person, (ii) its accounts, and (iii) maintain its financial statements, 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 Groupis 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 the Partnership Groupits 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 its subsidiariesother 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 PersonPerson (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 ’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 ’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 pursuant to Section 7.6(j7.7(j); provided that the Partnership may engage in any transaction described in clauses (iii)-(vi) of this Section 7.5(e7.6(e) if Special Approval has been obtained for such transaction and either (A) the Audit Committee of the Board of Directors of the 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, 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) engage in only enter into transactions with Holdco in conformity which are consistent with the requirements of this Sectionan 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.