Common use of Unrestricted Subsidiaries Clause in Contracts

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) It will cause the management, business and affairs of each of the Borrower it and its Restricted Unrestricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties assets or properties of the Borrower it and its respective Restricted Subsidiaries to be commingledcommingled (except pursuant to contractual arrangements that comply with Section 6.07)) so that each Unrestricted Subsidiary that is a corporation or other entity will be treated as a corporate or other entity separate and distinct from Borrower it and the Restricted Subsidiaries. (b) Except as permitted by Section 6.04(g), it will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries. (c) It will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower it or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Parent and the Borrower: (a) will cause the management, business and affairs of each of the Borrower Parent and its the Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Parent, the Borrower and its respective the other Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower the Parent and the Restricted Subsidiaries. (b) will not, and will not permit any of the other Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Parent, the Borrower or any other Restricted Subsidiary.

Unrestricted Subsidiaries. The BorrowerBorrower will: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective the Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation or limited liability company will be treated as a corporate an entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries, other than non-recourse pledges of Equity Interests in Unrestricted Subsidiaries granted to secure Debt of Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries.; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of Borrower and each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, including by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the its Restricted Subsidiaries.; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries; provided that the foregoing will not prohibit payments under expense sharing agreements with such Unrestricted Subsidiaries which are consistent with past practices and/or required by any applicable Governmental Authority. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries except in accordance with Section 9.05(g). (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, in the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, including by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries.; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.; (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary; and (d) will not permit any Unrestricted Subsidiary to have any Debt other than Non-Recourse Debt.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries.; (b) other than as contemplated by the Midstream Joint Venture, will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries.; and (c) other than as contemplated by the Midstream Joint Venture, will not permit any Unrestricted Subsidiary to hold any Equity Interest in, Capital Stock or any Debt of, Indebtedness of the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The BorrowerLoan Parties: (ai) will cause the management, business and affairs of each of the Borrower Loan Parties and its their Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties assets of the Borrower Loan Parties and its respective their Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate legal entity separate and distinct from Borrower the Loan Parties and the Restricted Subsidiaries.; (bii) will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries.Subsidiary; and (ciii) will not not, and will cause no Restricted Subsidiary to, permit any Unrestricted Subsidiary to hold any Equity Interest equity interest in, or any Debt Indebtedness of, the Borrower Loan Parties or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted SubsidiariesSubsidiaries other than as permitted by Section 10.5. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The BorrowerParent: (a) will cause the management, business and affairs of each of the Borrower Parent and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties any Property of the Borrower Parent and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower Parent and the Restricted Subsidiaries.; (b) except as permitted by Section 7.1(a)(iv), will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee Guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Parent, OP LLC and the Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to (i) hold any Equity Interest in, or any Debt ofof the Parent, OP LLC or the Borrower or any Restricted SubsidiarySubsidiary or (ii) own or operate any assets or properties other than Midstream Properties.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted SubsidiariesSubsidiaries other than as permitted by Section 10.5. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary. Notwithstanding anything to the contrary herein, nothing in Section 9.18(a) or 9.18(b) shall limit the ability of the Borrower or any of its Subsidiaries to engage in Permitted Intercompany Activities.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries; provided that the foregoing will not prohibit payments under expense sharing agreements with such Unrestricted Subsidiaries which are consistent with past practices and/or required by any applicable Governmental Authority. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries except in accordance with Section 9.05(g). (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest inin the Borrower, or any Debt of, the Borrower or any Restricted Subsidiary, ARP or APL.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, including by keeping separate books of account, furnishing separate financial statements of the Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the any Restricted Subsidiaries.Subsidiary; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties any Property of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries.; (b) except as permitted by Section 7.1(a)(iv), will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee Guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its the Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties properties of the Borrower and its respective the Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate legal entity separate and distinct from Borrower and the Restricted Subsidiaries.; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries; provided that the foregoing will not prohibit payments under expense sharing agreements with such Unrestricted Subsidiaries which are consistent with past practices and/or required by any applicable Governmental Authority. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries except in accordance with Section 9.05(g). (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, in the Borrower or any Restricted Subsidiary, ARP or APL.

Unrestricted Subsidiaries. The Borrower:: ------------------------- (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries.; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest equity interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) The Borrower will cause its management, business and affairs and the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective the Restricted Subsidiaries to be commingledcommingled with those of Unrestricted Subsidiaries) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from each of the Borrower and the Restricted Subsidiaries. (b) Other than pursuant to the UK Cost Overrun Guarantee and any other Guarantee permitted under Section 9.05(g)(iii) or Section 9.05(q), the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.. Index

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its the Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective the Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries Subsidiaries, on the one hand, and each of the Unrestricted Subsidiaries, on the other hand, to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries.; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The BorrowerBorrower and Parent: (a) will cause the management, business and affairs of each of Borrower, Parent and the Borrower and its Restricted Subsidiaries other Loan Parties to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties any Property of the Borrower Borrower, Parent and its their respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower Borrower, Parent and the Restricted Subsidiaries.other Loan Parties; (b) will not, and will not permit any of the Restricted Subsidiaries other Loan Parties to, incur, assume, guarantee Guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted SubsidiaryLoan Party.

Unrestricted Subsidiaries. The BorrowerParent: (a) will cause the management, business and affairs of each of the Borrower Parent and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties any Property of the Borrower Parent and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower Parent and the Restricted Subsidiaries.; (b) except as permitted by hereunder, will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee Guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries.; (b) except as permitted by SECTION 7.1(c), will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee Guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its the Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective the Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate an entity separate and distinct from the Borrower and the Restricted Subsidiaries.; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to (i) hold any Equity Interest in, or any Debt of, the Borrower or any Restricted SubsidiarySubsidiary or (ii) own any Borrowing Base Property.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, including by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingledcommingled with those of the Unrestricted Subsidiaries) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt (other than Permitted Unrestricted Subsidiary Debt) of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower:: 90 (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, including by keeping separate books of account, furnishing separate financial statements of the Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the any Restricted Subsidiaries.Subsidiary; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries.; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted SubsidiariesSubsidiaries other than as permitted by Section 10.5. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Parent, OP LLC and the Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt ofof the Parent, OP LLC or the Borrower or any Restricted SubsidiarySubsidiary or own or operate any assets or properties other than Midstream Properties.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its the Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties properties of the Borrower and its respective the Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, including by keeping separate books of account, furnishing separate financial statements of the Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the any Restricted Subsidiaries.Subsidiary; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, in or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The BorrowerBorrower will: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary (other than the Excluded Subsidiary) to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The BorrowerParent Group: (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, of the Borrower Parent Group or any Restricted Subsidiary.