Common use of Separateness Clause in Contracts

Separateness. The Lenders acknowledge and affirm (i) their reliance on the separateness of EPD, Enterprise GP, Borrower and Manager from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“Xxxxx”), Xxxxxx Family Interests, Inc. (“DFI”), DFI GP Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”), (ii) that other creditors of the Borrower, Manager, EPD or Enterprise GP have likely advanced funds to such Persons in reliance upon the separateness of the Borrower, Manager, EPD and Enterprise GP from each other and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iii) that each of the Borrower, Manager, EPD and Enterprise GP have assets and liabilities that are separate from those of each other and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iv) that the Loans and other obligations owing under this Agreement, the Notes and documents related hereto or thereto have not been guaranteed by Manager, Enterprise GP, EPCO, Xxxxx, DFI, DFI GP or DFI Holdings, and (v) that, except as other Persons may expressly assume or guarantee this Agreement, the Notes or any documents related hereto or thereto or any of the Loans or other obligations thereunder, the Lenders shall look solely to the Borrower and, pursuant to the EPD Guaranty Agreement, EPD, and their respective property and assets, and any property pledged as collateral with respect hereto or thereto, for the repayment of any amounts payable pursuant hereto or thereto and for satisfaction of any obligations owing to the Lenders hereunder or thereunder and that neither Enterprise GP nor Manager is personally liable to the Lenders for any amounts payable or any liability hereunder or thereunder.

Separateness. The Lenders acknowledge and affirm (i) their reliance on the separateness of EPD, Enterprise GP, Borrower and Manager from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“Xxxxx”), Xxxxxx Family Interests, Inc. (“DFI”), DFI GP Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”), (ii) that other creditors of the Borrower, Manager, EPD or Enterprise GP have likely advanced funds to such Persons in reliance upon the separateness of the Borrower, Manager, EPD and Enterprise GP from each other and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI HoldingsXXX Xxxxxxxx, (iiixxx) that each of the Borrower, Manager, EPD and Enterprise GP have assets and liabilities that are separate from those of each other and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iv) that the Loans and other obligations owing under this Agreement, the Notes and documents related hereto or thereto have not been guaranteed by Manager, Enterprise GP, EPCO, Xxxxx, DFI, DFI GP or DFI Holdings, and (v) that, except as other Persons may expressly assume or guarantee this Agreement, the Notes or any documents related hereto or thereto or any of the Loans or other obligations thereunder, the Lenders shall look solely to the Borrower and, pursuant to the EPD Guaranty Agreement, EPD, and their respective property and assets, and any property pledged as collateral with respect hereto or thereto, for the repayment of any amounts payable pursuant hereto or thereto and for satisfaction of any obligations owing to the Lenders hereunder or thereunder and that neither Enterprise GP nor Manager is personally liable to the Lenders for any amounts payable or any liability hereunder or thereunder.

Separateness. (a) The Lenders Secured Parties hereby acknowledge and affirm (i) their reliance on the legal separateness of EPDUS Holdings, Enterprise GP, the Borrower and Manager the Subsidiaries of the Borrower from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“Xxxxx”), Xxxxxx Family Interests, Inc. (“DFI”), DFI GP Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”)the Oncor Subsidiaries, (ii) that other creditors of the Borrower, Manager, EPD or Enterprise GP lenders under the Oncor Credit Facility and the noteholders under the Existing Oncor Notes and under the transition bonds have likely advanced funds to such Persons thereunder in reliance upon the separateness of the Oncor Subsidiaries from US Holdings, the Borrower and the Subsidiaries of the Borrower, Manager, EPD and Enterprise GP from each other and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iii) that each of the Borrower, Manager, EPD and Enterprise GP Oncor Subsidiaries have assets and liabilities that are separate from those of each other US Holdings, the Borrower and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdingsthe Subsidiaries of the Borrower, (iv) that the Loans Obligations are obligations and liabilities of the Borrower and the other obligations owing under this Agreement, the Notes and documents related hereto or thereto have not been guaranteed by Manager, Enterprise GP, EPCO, Xxxxx, DFI, DFI GP or DFI HoldingsCredit Parties only, and are not the obligations or liabilities of any of the Oncor Subsidiaries, (v) that, except as other Persons may expressly assume or guarantee this Agreement, that the Notes or any documents related hereto or thereto or any of the Loans or other obligations thereunder, the Lenders Secured Parties shall look solely to the Borrower and, pursuant to and the EPD Guaranty Agreement, EPD, Guarantors and their respective property and such Persons’ assets, and not to any property pledged as collateral with respect hereto assets, or theretoto the pledge of any assets, owned by any of the Oncor Subsidiaries, for the repayment of any amounts payable pursuant hereto or thereto to this Agreement and for satisfaction of any obligations owing to other Obligations and (vi) that none of the Lenders hereunder or thereunder and that neither Enterprise GP nor Manager is Oncor Subsidiaries shall be personally liable to the Lenders Secured Parties for any amounts payable payable, or any liability hereunder other Obligation, under the Credit Documents. (b) The Secured Parties hereby acknowledge and agree that the Secured Parties shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or thereunder(ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against any of the Oncor Subsidiaries, or against any of the Oncor Subsidiaries’ assets. The Secured Parties further acknowledge and agree that each of the Oncor Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Separateness. The Lenders acknowledge and affirm (i) their reliance on the separateness as of EPDthe date hereof of the Borrower, TEPPCO, TEPPCO GP, ETE, ETE GP, ETP, Enterprise GPGP Holdings, Borrower EOLP, the General Partner and Manager the Partnership from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“Xxxxx”), Xxxxxx Family Interests, Inc. (“DFI”), DFI GP Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”), (ii) that other creditors of the lenders and noteholders under credit agreements with the Borrower, ManagerTEPPCO, EPD or TEPPCO GP, ETE, ETE GP, ETP, Enterprise GP Holdings, EOLP, the General Partner and the Partnership have likely advanced funds to such Persons thereunder in reliance upon the separateness of the Borrower, ManagerTEPPCO, EPD and TEPPCO GP, ETE, ETE GP, ETP, Enterprise GP Holdings, EOLP, the General Partner and the Partnership from each other and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iii) that each of the Borrower, ManagerTEPPCO, EPD and TEPPCO GP, ETE, ETE GP, ETP, Enterprise GP Holdings, EOLP, the General Partner and the Partnership have assets and liabilities that are separate from those of each other and from those of other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iv) that the Loans and other obligations owing under this Agreement, the Notes and documents related hereto or thereto Loan Documents have not been guaranteed by ManagerTEPPCO, TEPPCO GP, ETE, ETE GP, ETP, Enterprise GPGP Holdings, EPCOEOLP, Xxxxx, DFI, DFI GP the Partnership or DFI Holdingsany of their respective subsidiaries, and (v) that, except as other Persons may expressly assume or guarantee this Agreement, the Notes or any documents related hereto or thereto or any of the Loans Loan Documents or other obligations thereunder, the Lenders shall look solely to the Borrower and, pursuant to the EPD Guaranty Agreement, EPD, and their respective its property and assets, and any property pledged as collateral with respect hereto or theretoto the Loan Documents, for the repayment of any amounts payable pursuant hereto or thereto to the Loan Documents and for satisfaction of any obligations owing to the Lenders hereunder or thereunder under the Loan Documents and that neither none of the General Partner, the Partnership, TEPPCO, TEPPCO GP, ETE, ETE GP, ETP, Enterprise GP nor Manager Holdings or EOLP or any of their respective subsidiaries is personally liable to the Lenders for any amounts payable or any liability hereunder or thereunderunder the Loan Documents.

Separateness. The Lenders acknowledge and affirm (i) their reliance on the separateness as of EPD, Enterprise GP, Borrower and Manager from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“Xxxxx”), Xxxxxx Family Interests, Inc. (“DFI”), DFI GP Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”), (ii) that other creditors the date hereof of the Borrower, ManagerTEPPCO, EPD or TEPPCO GP, ETE, ETE GP, ETP, EPE Holdings, Enterprise GP have likely advanced funds to such Persons in reliance upon the separateness of the Borrower, Manager, EPD and Enterprise GP from each other and from other Persons, including EPCO(ii) that the lenders and noteholders under credit agreements with Enterprise, XxxxxTEPPCO, DFITEPPCO GP, DFI ETE, ETE GP, ETP, EPE Holdings or Enterprise GP, or any one or more of them, have likely advanced funds thereunder in reliance upon the separateness of the Borrower, TEPPCO, TEPPCO GP, ETE, ETE GP, ETP, EPE Holdings, Enterprise and Enterprise GP from each other and DFI Holdingsfrom other Persons, (iii) that each of the Borrower, ManagerTEPPCO, EPD TEPPCO GP, ETE, ETE GP, ETP, EPE Holdings, Enterprise and Enterprise GP have assets and liabilities that are separate from those of each other and from those of other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iv) that the Loans and other obligations owing under this Agreement, the Notes and documents related hereto or thereto Loan Documents have not been guaranteed by ManagerEnterprise, Enterprise GP, EPCOTEPPCO, XxxxxTEPPCO GP, DFIETE, DFI GP ETE GP, ETP, EPE Holdings or DFI Holdingsany of their respective subsidiaries, and (v) that, except as other Persons may expressly assume or guarantee this Agreement, the Notes or any documents related hereto or thereto or any of the Loans Loan Documents or other obligations thereunder, the Lenders shall look solely to the Borrower and, pursuant to the EPD Guaranty Agreement, EPD, and their respective its property and assets, and any property pledged as collateral with respect hereto or theretoto the Loan Documents, for the repayment of any amounts payable pursuant hereto or thereto to the Loan Documents and for satisfaction of any obligations owing to the Lenders hereunder or thereunder under the Loan Documents and that neither none of TEPPCO, TEPPCO GP, ETE, ETE GP, ETP, EPE Holdings, Enterprise, Enterprise GP nor Manager or any of their respective subsidiaries is personally liable to the Lenders for any amounts payable payable, or any liability hereunder or thereunderliability, under the Loan Documents.

Separateness. The Term Loan B Lenders acknowledge and affirm (i) their reliance on the separateness as of EPD, Enterprise GP, Borrower and Manager from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“Xxxxx”), Xxxxxx Family Interests, Inc. (“DFI”), DFI GP Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”), (ii) that other creditors the date hereof of the Borrower, ManagerTEPPCO, EPD or TEPPCO GP, ETE, ETE GP, ETP, EPE Holdings, Enterprise GP have likely advanced funds to such Persons in reliance upon the separateness of the Borrower, Manager, EPD and Enterprise GP from each other and from other Persons, including EPCO(ii) that the lenders and noteholders under credit agreements with Enterprise, XxxxxTEPPCO, DFITEPPCO GP, DFI ETE, ETE GP, ETP, EPE Holdings or Enterprise GP, or any one or more of them, have likely advanced funds thereunder in reliance upon the separateness of the Borrower, TEPPCO, TEPPCO GP, ETE, ETE GP, ETP, EPE Holdings, Enterprise and Enterprise GP from each other and DFI Holdingsfrom other Persons, (iii) that each of the Borrower, ManagerTEPPCO, EPD TEPPCO GP, ETE, ETE GP, ETP, EPE Holdings, Enterprise and Enterprise GP have assets and liabilities that are separate from those of each other and from those of other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iv) that the Loans and other obligations owing under this Agreement, the Notes and documents related hereto or thereto Loan Documents have not been guaranteed by ManagerEnterprise, Enterprise GP, EPCOTEPPCO, XxxxxTEPPCO GP, DFIETE, DFI GP ETE GP, ETP, EPE Holdings or DFI Holdingsany of their respective subsidiaries, and (v) that, except as other Persons may expressly assume or guarantee this Agreement, the Notes or any documents related hereto or thereto or any of the Loans Loan Documents or other obligations thereunder, the Term Loan B Lenders shall look solely to the Borrower and, pursuant to the EPD Guaranty Agreement, EPD, and their respective its property and assets, and any property pledged as collateral with respect hereto or theretoto the Loan Documents, for the repayment of any amounts payable pursuant hereto or thereto to the Loan Documents and for satisfaction of any obligations owing to the Lenders hereunder or thereunder under the Loan Documents and that neither none of TEPPCO, TEPPCO GP, ETE, ETE GP, ETP, EPE Holdings, Enterprise, Enterprise GP nor Manager or any of their respective subsidiaries is personally liable to the Lenders for any amounts payable payable, or any liability hereunder or thereunderliability, under the Loan Documents.

Separateness. The Lenders acknowledge and affirm (i) their reliance on the separateness of EPD, Enterprise GP, Borrower and Manager from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“XxxxxFxxxx”), Xxxxxx Dxxxxx Family Interests, Inc. (“DFI”), DFI GP Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”), (ii) that other creditors of the Borrower, Manager, EPD or Enterprise GP have likely advanced funds to such Persons in reliance upon the separateness of the Borrower, Manager, EPD and Enterprise GP from each other and from other Persons, including EPCO, XxxxxFxxxx, DFI, DFI GP and DFI Holdings, (iii) that each of the Borrower, Manager, EPD and Enterprise GP have assets and liabilities that are separate from those of each other and from other Persons, including EPCO, XxxxxFxxxx, DFI, DFI GP and DFI Holdings, (iv) that the Loans and other obligations owing under this Agreement, the Notes and documents related hereto or thereto have not been guaranteed by Manager, Enterprise GP, EPCO, XxxxxFxxxx, DFI, DFI GP or DFI Holdings, and (v) that, except as other Persons may expressly assume or guarantee this Agreement, the Notes or any documents related hereto or thereto or any of the Loans or other obligations thereunder, the Lenders shall look solely to the Borrower and, pursuant to the EPD Guaranty Agreement, EPD, and their respective property and assets, and any property pledged as collateral with respect hereto or thereto, for the repayment of any amounts payable pursuant hereto or thereto and for satisfaction of any obligations owing to the Lenders hereunder or thereunder and that neither Enterprise GP nor Manager is personally liable to the Lenders for any amounts payable or any liability hereunder or thereunder.

Separateness. The Lenders acknowledge and affirm (i) their reliance on the separateness of EPD, Enterprise GP, Borrower Borrower, CEGP and Manager from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“Xxxxx”), Xxxxxx Family Interests, Inc. (“DFI”), DFI GP Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”), (ii) that other creditors of the Borrower, CEGP, Manager, EPD or Enterprise GP have likely advanced funds to such Persons in reliance upon the separateness of the Borrower, CEGP, Manager, EPD and Enterprise GP from each other and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iii) that each of the Borrower, CEGP, Manager, EPD and Enterprise GP have assets and liabilities that are separate from those of each other and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iv) that the Loans and other obligations owing under this Agreement, the Notes and documents related hereto or thereto have not been guaranteed by Manager, Enterprise GP, EPCO, Xxxxx, DFI, DFI GP or DFI Holdings, and (v) that, except as other Persons may expressly assume or guarantee this Agreement, the Notes or any documents related hereto or thereto or any of the Loans or other obligations thereunder, the Lenders shall look solely to the Borrower and CEGP, as the case may be, and, pursuant to the EPD Guaranty Agreement, EPD, and their respective property and assets, and any property pledged as collateral with respect hereto or thereto, for the repayment of any amounts payable pursuant hereto or thereto and for satisfaction of any obligations owing to the Lenders hereunder or thereunder and that neither Enterprise GP nor Manager is personally liable to the Lenders for any amounts payable or any liability hereunder or thereunder.