Common use of Maintenance of Separateness Clause in Contracts

Maintenance of Separateness. (i) The Borrower will: (a) maintain books and records separate from those of any other Person, including any of its partnership interest holders or any Affiliate or Subsidiary; (b) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (c) observe all limited partnership formalities; (d) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person, including any of its partnership interest holders and its Affiliates and Subsidiaries; (e) conduct its business in its name or in business names or trade names of the Borrower or its Subsidiaries and use separate stationery, invoices and checks; and (f) not assume, guarantee or pay the debts or obligations of or hold itself out as being available to satisfy the obligations of any other Person, including any of its partnership interest holders and its Affiliates and Subsidiaries, except as is expressly permitted by the terms of this Agreement. (ii) To the extent that the Borrower shares the same officers or other employees as any of its Affiliates, the salaries of and the expenses relating to providing benefits to such officers and employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To the extent that the Borrower jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in doing so shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Borrower contracts or does business with vendors or service providers where the goods and services are partially for the benefit of an Affiliate, the costs incurred in doing so shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. (iv) To the extent that the Borrower or its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.

Maintenance of Separateness. (i) The Borrower Company will: (a) maintain books and records separate from those of any other Person, including any of its partnership interest holders or any Affiliate or Subsidiary; (b) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (c) observe all limited partnership corporate formalities; (d) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person, including any of its partnership interest holders and its Affiliates and Subsidiaries; (e) conduct its business in its name or in business names or trade names of the Borrower Company or its Subsidiaries and use separate stationerystationary, invoices and checks; and (f) not assume, guarantee or pay the debts or obligations of or hold itself out as being available to satisfy the obligations of any other Person, including any of its partnership interest holders and its Affiliates and Subsidiaries, except as is expressly permitted by the terms of this Agreement. (ii) To the extent that the Borrower Company shares the same officers or other employees as any of its Affiliates, the salaries of and the expenses relating to providing benefits to such officers and employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To the extent that the Borrower Company jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in doing so shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Borrower Company contracts or does business with vendors or service providers where the goods and services are partially for the benefit of an Affiliate, the costs incurred in doing so shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. (iv) To the extent that the Borrower Company or its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.

Maintenance of Separateness. So long as any of the HXXX Companies are Unrestricted Subsidiaries: (ia) The Borrower will: , and will cause each other Restricted Person to: (ai) maintain books and records separate from those of any other Person, including any of its partnership interest holders or any Affiliate or Subsidiary; the Unrestricted Subsidiaries; (bii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; assets from those of the Unrestricted Subsidiaries; and (ciii) observe all limited partnership organizational formalities;. (db) The Borrower and the other Restricted Persons, collectively, will (i) hold itself themselves out to creditors and the public as a legal entity separate and distinct from any other Person, including any of its partnership interest holders and its Affiliates and the Unrestricted Subsidiaries; ; (eii) conduct its their business in its name their respective names or in business names or trade names of the Borrower or its Subsidiaries Borrower, and use separate stationerystationary, invoices and checkschecks separate from those of any other Person, including the Unrestricted Subsidiaries; and and (fiii) not assume, guarantee or pay the debts or obligations of or hold itself themselves out as being available to satisfy the obligations of any other Person, including any of its partnership interest holders and its Affiliates and the Unrestricted Subsidiaries, except as is expressly permitted by the terms of this AgreementAgreement or with respect to Performance Guaranties. (iic) To the extent that the Borrower shares the same officers or any other employees as any of its Affiliates, the salaries of and the expenses relating to providing benefits to such officers and employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To the extent that the Borrower Restricted Person jointly contracts with any of its Affiliates the Unrestricted Subsidiaries to do business with vendors or service providers or to share overhead expenses, the costs incurred in doing so shall be allocated fairly among such entities, entities and each such entity shall bear its fair share of such costs. To the extent that the Borrower or any other Restricted Person contracts or does business with vendors or service providers where the goods and services are partially for the benefit of an Affiliatethe Unrestricted Subsidiaries, the costs incurred in doing so shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. (iv) To the extent that the Borrower or its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.

Maintenance of Separateness. (ia) The Borrower will, and will cause each other Restricted Person to: (ai) maintain books and records separate from those of any other Person, including any of its partnership interest holders or any Affiliate or Subsidiary; (bii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets;; and (ciii) observe all limited partnership organizational formalities;. (db) Borrower and the other Restricted Persons, collectively, will: (i) hold itself themselves out to creditors and the public as a legal entity separate and distinct from any other Person, including any of its partnership interest holders General Partner, Master Partnership and its Affiliates and Subsidiariestheir Subsidiaries (other than Restricted Persons); (eii) conduct its their business in its name their respective names or in business names or trade names of the Borrower or its Subsidiaries Borrower, and use separate stationerystationary, invoices and checkschecks separate from those of General Partner, Master Partnership and their Subsidiaries (other than Restricted Persons); and (fiii) not assume, guarantee or pay the debts or obligations of or hold itself themselves out as being available to satisfy the obligations of any other Person, including any of its partnership interest holders General Partner, Master Partnership and its Affiliates and Subsidiariestheir Subsidiaries (other than Restricted Persons), except as is expressly permitted by the terms of this Agreement. (iic) To the extent that the Borrower or any other Restricted Person shares the same officers or other employees as any of its AffiliatesAffiliates (other than another Restricted Person), the salaries of and the expenses relating to providing benefits to such officers and employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated associates with all such common officers and employees. (iiid) To the extent that the Borrower or any other Restricted Person jointly contracts with any of its Affiliates (other than another Restricted Person) to do business with vendors or service providers or to share overhead expenses, the costs incurred in doing so shall be allocated fairly among such entities, entities and each such entity shall bear its fair share of such costs. To the extent that the Borrower or any other Restricted Person contracts or does business with vendors or service providers where the goods and services are partially for the benefit of an AffiliateAffiliate (other than SECOND AMENDED AND RESTATED CREDIT AGREEMENT another Restricted Person), the costs incurred in doing so shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. (ive) To the extent that the Borrower or its Affiliates any other Restricted Person have offices officers in the same locationlocation as any of its Affiliates, (other than another Restricted Person), there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.

Maintenance of Separateness. (i) The Borrower will: (a) maintain Maintain books and records separate from those of any other Person, including any of its partnership interest holders or any Affiliate or SubsidiarySunoco, Inc. Affiliate; (bii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; (ciii) observe all limited partnership organizational formalities; (di) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person, including any of its partnership interest holders and its Affiliates and SubsidiariesSunoco, Inc. Affiliates; (eii) conduct its business in its name or in business names or trade names of the Borrower or its Subsidiaries Companies, and use separate stationerystationary, invoices and checks; andchecks separate from those of Sunoco, Inc. Affiliates; (fiii) not assume, guarantee or pay the debts or obligations of or hold itself out as being available to satisfy the obligations of any other Person, including any of its partnership interest holders and its Affiliates and SubsidiariesSunoco, except as is expressly permitted by the terms of this Agreement.Inc. Affiliate; (iic) To the extent that the Borrower any Company shares the same officers or other employees as any of its AffiliatesAffiliates (other than another Company), the salaries of and the expenses relating to providing benefits to such officers and employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.; (iiid) To the extent that the Borrower any Company jointly contracts with any of its Affiliates (other than another Company) to do business with vendors or service providers or to share overhead expenses, the costs incurred in doing so shall be allocated fairly among such entities, entities and each such entity shall bear its fair share of such costs. To the extent that the Borrower any Company contracts or does business with vendors or service providers where the goods and services are partially for the benefit of an AffiliateAffiliate (other than another Company), the costs incurred in doing so shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs.; and (ive) To the extent that the Borrower or its Affiliates have offices any Company has officers in the same locationlocation as any of its Affiliates (other than another Company), there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.

Maintenance of Separateness. (ia) The Borrower will, and will cause each other Restricted Person to: (ai) maintain books and records separate from those of any other Person, including any of its partnership interest holders or any Affiliate or Subsidiary;; 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] (bii) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets;; and (ciii) observe all limited partnership organizational formalities;. (db) Borrower and the other Restricted Persons, collectively, will: (i) hold itself themselves out to creditors and the public as a legal entity separate and distinct from any other Person, including any of its partnership interest holders General Partner, Master Partnership and its Affiliates and Subsidiariestheir Subsidiaries (other than Restricted Persons); (eii) conduct its their business in its name their respective names or in business names or trade names of the Borrower or its Subsidiaries Borrower, and use separate stationerystationary, invoices and checkschecks separate from those of General Partner, Master Partnership and their Subsidiaries (other than Restricted Persons); and (fiii) not assume, guarantee or pay the debts or obligations of or hold itself themselves out as being available to satisfy the obligations of any other Person, including any of its partnership interest holders General Partner, Master Partnership and its Affiliates and Subsidiariestheir Subsidiaries (other than Restricted Persons), except in an amount not to exceed $3,000,000 in the aggregate or as is expressly permitted by the terms of this Agreement. (iic) To the extent that the Borrower or any other Restricted Person shares the same officers or other employees as any of its AffiliatesAffiliates (other than another Restricted Person), the salaries of and the expenses relating to providing benefits to such officers and employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated associates with all such common officers and employees. (iiid) To the extent that the Borrower or any other Restricted Person jointly contracts with any of its Affiliates (other than another Restricted Person) to do business with vendors or service providers or to share overhead expenses, the costs incurred in doing so shall be allocated fairly among such entities, entities and each such entity shall bear its fair share of such costs. To the extent that the Borrower or any other Restricted Person contracts or does business with vendors or service providers where the goods and services are partially for the benefit of an AffiliateAffiliate (other than another Restricted Person), the costs incurred in doing so shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. (ive) To the extent that the Borrower or its Affiliates any other Restricted Person have offices officers in the same locationlocation as any of its Affiliates, (other than another Restricted Person), there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.