AND (III) FILE ITS OWN TAX RETURNS
SEPARATE FROM THOSE OF ANY OTHER PERSON, EXCEPT TO THE EXTENT THAT THE
PARTNERSHIP IS 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 ITS 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 OTHER 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 PERSON (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 OR OLP GP PURSUANT TO SECTION 7.7(J); PROVIDED THAT THE
PARTNERSHIP MAY ENGAGE IN ANY TRANSACTION DESCRIBED IN CLAUSES (III)-(VI) OF
THIS SECTION 7.6(E) IF SPECIAL APPROVAL HAS BEEN OBTAINED FOR SUCH TRANSACTION
AND EITHER (A) THE AUDIT COMMITTEE 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.
20
(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) ONLY