Common use of Authorization and Enforceability of Other Agreements Clause in Contracts

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w), the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (v) of this Section 1(w) are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iviii) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP Holdingsthe Partnership, and is a valid and legally binding agreement of GP Holdingsthe Partnership, enforceable against GP Holdings the Partnership in accordance with its terms; and (viv) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w), the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (viv) of this Section 1(w1(x) are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w)1(x) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (v) of this Section 1(w1(x) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iviii) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP Holdingsthe Partnership, and is a valid and legally binding agreement of GP Holdingsthe Partnership, enforceable against GP Holdings the Partnership in accordance with its terms; and (viv) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w1(x), the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (v) of this Section 1(w1(x) are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The the Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings LLC Agreement has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine MGG GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP Agreement has been duly authorized, executed and delivered by the General Partner, Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iv) the MMH GP Agreement has been duly authorized, executed and delivered by the MGG GP and is a valid and legally binding agreement of MGG GP, enforceable against MGG GP in accordance with its terms; (v) the OLP GP LLC Agreement has been duly authorized, executed and delivered by the Partnership as the sole member of OLP GP, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) the Operating Partnership Agreement has been duly authorized, executed and delivered by each of OLP GP and the Partnership and is a valid and legally binding agreement of each of OLP GP and the Partnership, enforceable against each of OLP GP and the Partnership in accordance with its terms; (vii) the MPGP LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (viii) the MNGL LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (ix) each of the LP Subsidiary Partnership Agreements has been duly authorized, executed and delivered by the Operating Partnership and MNGL LLC, and is a valid and legally binding agreement of the Operating Partnership and MNGL LLC, enforceable against the Operating Partnership and MNGL LLC in accordance with its terms; (x) the Osage LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (xi) the Texas Frontera LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (xii) the MPT LP Partnership Agreement has been duly authorized, executed and delivered by the Partnership and MPGP LLC, and is a valid and legally binding agreement of the Partnership and MPGP LLC, enforceable against the Partnership and MPGP LLC in accordance with its terms; and (xiii) the MPL LP Partnership Agreement has been duly authorized, executed and delivered by MPGP LLC and the Partnership and is a valid and legally binding agreement of each of MPGP LLC and the Partnership, enforceable against each of MPGP LLC and the Partnership in accordance with its terms; provided that, with respect to each agreement described in clauses (i) through (xiii) of this Section 1(w1(aa), the enforceability thereof may be affected limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or transfer moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles. The agreements described principles of equity (regardless of whether such enforceability is considered in clauses a proceeding in equity or at law) (i) through (v) of this Section 1(w) are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative DocumentsEnforceability Exceptions”); and provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws.”

Authorization and Enforceability of Other Agreements. (i) The the Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings LLC Agreement has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine MGG GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP Agreement has been duly authorized, executed and delivered by the General Partner, Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iv) the MMH GP Agreement has been duly authorized, executed and delivered by the MGG GP and is a valid and legally binding agreement of MGG GP, enforceable against MGG GP in accordance with its terms; (v) the OLP GP LLC Agreement has been duly authorized, executed and delivered by the Partnership as the sole member of OLP GP, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) the Operating Partnership Agreement has been duly authorized, executed and delivered by each of OLP GP and the Partnership and is a valid and legally binding agreement of each of OLP GP and the Partnership, enforceable against each of OLP GP and the Partnership in accordance with its terms; (vii) the MPGP LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (viii) the MNGL LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (ix) each of the LP Subsidiary Partnership Agreements has been duly authorized, executed and delivered by the Operating Partnership and MNGL LLC, and is a valid and legally binding agreement of the Operating Partnership and MNGL LLC, enforceable against the Operating Partnership and MNGL LLC in accordance with its terms; (x) the Osage LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (xi) the MCO LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (xii) the MPT LP Partnership Agreement has been duly authorized, executed and delivered by the Partnership and MPGP LLC, and is a valid and legally binding agreement of the Partnership and MPGP LLC, enforceable against the Partnership and MPGP LLC in accordance with its terms; (xiii) the MPL LP Partnership Agreement has been duly authorized, executed and delivered by MPGP LLC and the Partnership and is a valid and legally binding agreement of each of MPGP LLC and the Partnership, enforceable against each of MPGP LLC and the Partnership in accordance with its terms; (xiv) the Purchase Agreement has been duly authorized, executed and delivered by MPL LP and is a valid and legally binding agreement of MPL LP enforceable against MPL LP in accordance with its terms; and (xv) the Commitment Letter has been duly authorized, executed and delivered by the Partnership; provided that, with respect to each agreement described in clauses (i) through (xiv) of this Section 1(w1(dd), the enforceability thereof may be affected limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or transfer moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles. The principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements described in clauses (i) through (v) of this Section 1(w) are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documentsmay be limited by applicable laws.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and; (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w)) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (v) of this Section 1(w) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings BGH has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP BGH, and is a valid and legally binding agreement of BGH, enforceable against BGH in accordance with its terms; (v) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the Operating Partnerships has been duly authorized, executed and delivered by MainLine L.P. and the Partnership, and is a valid and legally binding agreement of MainLine L.P. and the Partnership, enforceable against MainLine L.P. and the Partnership in accordance with its terms; (vi) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River, Energy Holdings, Transportation, Atlantic Holdings and Gas Storage has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vii) The limited liability company agreement, as amended and restated to the date hereof, of Lodi Gas has been duly authorized, executed and delivered by Gas Storage, and is a valid and legally binding agreement of Gas Storage, enforceable against Gas Storage in accordance with its terms; (viii) The limited liability company agreement, as amended and restated to the date hereof, of Energy Services has been duly authorized, executed and delivered by Energy Holdings, and is a valid and legally binding agreement of GP Energy Holdings, enforceable against GP Energy Holdings in accordance with its terms; (ix) The limited liability company agreement, as amended and restated to the date hereof, of Buckeye Terminals has been duly authorized, executed and delivered by BPH, and is a valid and legally binding agreement of BPH, enforceable against BPH in accordance with its terms; and (vx) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w)1(bb) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (vx) of this Section 1(w1(bb) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The GP LLC Agreement has been duly authorized, executed and delivered by the GP Members, and is a valid and legally binding agreement of each of the GP Members, enforceable against each of them in accordance with its terms. (ii) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms;. (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine OLP GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner LLC Agreement has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General PartnerPartnership, and is a valid and legally binding agreement of the General PartnerPartnership, enforceable against the General Partner it in accordance with its terms. (iv) The Operating Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership, and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms. (v) The Operating GP LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against it in accordance with its terms. (vi) Each of the LP Subsidiary Partnership Agreements has been duly authorized, executed and delivered by the Operating GP LLC and the Operating Partnership and is a valid and legally binding agreement of the Operating GP LLC and the Operating Partnership, enforceable against each of them in accordance with its terms. (vii) The Exxon Transaction Documents have been duly authorized, executed and delivered by the Partnership Entities party thereto and are the valid and legally binding agreements of each such Partnership Entities, enforceable against each of them in accordance with their terms. provided that, with respect to each agreement described in this Section 1(w)1(u)(i)–(vii) above, the enforceability thereof may be affected limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or transfer moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by general equitable principles. The principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided, further, that the indemnity and contribution provisions contained in any of such agreements described in clauses (i) through (v) of this Section 1(w) are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documentsmay be limited by federal or state securities laws.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings BGH has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP BGH, and is a valid and legally binding agreement of BGH, enforceable against BGH in accordance with its terms; (v) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the Operating Partnerships has been duly authorized, executed and delivered by MainLine L.P. and the Partnership, and is a valid and legally binding agreement of MainLine L.P. and the Partnership, enforceable against MainLine L.P. and the Partnership in accordance with its terms; (vi) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River, Energy Holdings, Atlantic Holdings and Gas Storage has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vii) The limited liability company agreement, as amended and restated to the date hereof, of Lodi Gas has been duly authorized, executed and delivered by Gas Storage, and is a valid and legally binding agreement of Gas Storage, enforceable against Gas Storage in accordance with its terms; (viii) The limited liability company agreement, as amended and restated to the date hereof, of Energy Services has been duly authorized, executed and delivered by Energy Holdings, and is a valid and legally binding agreement of GP Energy Holdings, enforceable against GP Energy Holdings in accordance with its terms; and; (vix) The limited liability company agreement, as amended and restated to the date hereof, of Buckeye Terminals has been duly authorized, executed and delivered by BPH, and is a valid and legally binding agreement of BPH, enforceable against BPH in accordance with its terms; (x) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (xi) Each of the Sale and Purchase Agreement, dated as of December 18, 2010, and Amendment No. 1 to Sale and Purchase Agreement, dated as of December 23, 2010, each by and among Atlantic Holdings, FR XI Offshore AIV, L.P. and FR Borco GP Ltd., has been duly authorized, executed and delivered by Atlantic Holdings and, assuming the due authorization, execution and delivery by each other party thereto, is a valid and legally binding agreement of Atlantic Holdings, enforceable against Atlantic Holdings in accordance with its terms; (xii) The Unit Purchase Agreement, dated as of December 18, 2010, by and between the Partnership and FR XI Offshore AIV, L.P. has been duly authorized, executed and delivered by the Partnership and, assuming the due authorization, execution and delivery by the other party thereto, is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (xiii) The LP Unit Purchase Agreement, dated as of December 18, 2010, by and among the Partnership and the purchasers named therein, has been duly authorized, executed and delivered by the Partnership and, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (xiv) The Class B Unit Purchase Agreement dated as of December 18, 2010, by and among the Partnership and the purchasers named therein, has been duly authorized, executed and delivered by the Partnership and, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w)1(cc) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (vx) of this Section 1(w1(cc) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.” The agreements described in clauses (xi) through (xiv) of this Section 1(cc) above are sometimes referred to herein individually as a “Transaction Document” and collectively as the “Transaction Documents.”

Authorization and Enforceability of Other Agreements. (i) The GP LLC Agreement has been duly authorized, executed and delivered by the GP Members, and is a valid and legally binding agreement of each of the GP Members, enforceable against each of them in accordance with its terms. (ii) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms;. (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine OLP GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner LLC Agreement has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General PartnerPartnership, and is a valid and legally binding agreement of the General PartnerPartnership, enforceable against the General Partner it in accordance with its terms. (iv) The Operating Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership, and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms. (v) The Operating GP LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against it in accordance with its terms. (vi) Each of the LP Subsidiary Partnership Agreements has been duly authorized, executed and delivered by the Operating GP LLC and the Operating Partnership and is a valid and legally binding agreement of the Operating GP LLC and the Operating Partnership, enforceable against each of them in accordance with its terms. (vii) The Sun Pipe Line LLC Agreement is a valid and legally binding agreement of Sunoco Pipeline LP, enforceable against it in accordance with its terms. provided that, with respect to each agreement described in this Section 1(w)1(bb)(i)–(vii) above, the enforceability thereof may be affected limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or transfer moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by general equitable principles. The principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided, further, that the indemnity and contribution provisions contained in any of such agreements described in clauses (i) through (v) of this Section 1(w) are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documentsmay be limited by federal or state securities laws.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP GP, Inc. and the predecessor to the General Partner, and is a valid validly and legally binding agreement of MainLine GP GP, Inc. and the General Partner, enforceable against MainLine GP GP, Inc. and the General Partner in accordance with its terms; (iviii) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsBGH, and is a valid and legally binding agreement of GP HoldingsBGH, enforceable against GP Holdings BGH in accordance with its terms; and; (iv) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the Operating Partnerships has been duly authorized, executed and delivered by MainLine L.P. and the Partnership, and is a valid and legally binding agreement of MainLine L.P. and the Partnership, enforceable against MainLine L.P. and the Partnership in accordance with its terms; (v) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River, Transportation and NGL has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP Buckeye Terminals has been duly authorized, executed and delivered by the General Partnerparties thereto, and is a valid and legally binding agreement of the General Partnerparties thereto, enforceable against the General Partner it in accordance with its terms; and (vii) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the LP Subsidiaries has been duly authorized, executed and delivered by the Partnership Entities that are parties thereto and is a valid and legally binding agreement of such Partnership Entities, enforceable against such Partnership Entities in accordance with its terms. provided that, with respect to each agreement described in this Section 1(w)1(bb) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (vvii) of this the Section 1(w1(bb) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsBMC, and is a valid and legally binding agreement of GP HoldingsBMC, enforceable against GP Holdings BMC in accordance with its terms; and; (viii) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the Operating Partnerships has been duly authorized, executed and delivered by the General Partner and the Partnership, and is a valid and legally binding agreement of General Partner and the Partnership, enforceable against the General Partner and the Partnership in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP Wood River has been duly authorized, executed and delivered by the General PartnerPartnership, and is a valid and legally binding agreement of the General PartnerPartnership, enforceable against the General Partner Partnership in accordance with its terms; (v) Each of the limited liability company agreements, as amended and restated to the date hereof, of each of the LLC Subsidiaries has been duly authorized, executed and delivered by the respective parties thereto, and is a valid and legally binding agreement of the parties thereto, enforceable against it in accordance with its terms; (vi) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the LP Subsidiaries has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of the parties thereto, enforceable against each of them in accordance with its terms; (vii) Each of the Transaction Documents has been duly authorized, executed and delivered by the Partnership Entities that are parties thereto and is a valid and legally binding agreement of such Partnership Entities, enforceable against such Partnership Entities in accordance with its terms; provided that, with respect to each agreement described in this Section 1(w)clause (u) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ ' rights and by general equitable principles. The agreements described in clauses clause (iu)(i) through (vvi) of this Section 1(w) above are sometimes referred to herein individually as an “"Operative Document” " and collectively as the “"Operative Documents.”"

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iviii) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP Holdingsthe Partnership, and is a valid and legally binding agreement of GP Holdingsthe Partnership, enforceable against GP Holdings the Partnership in accordance with its terms; and (viv) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w), the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (v) of this Section 1(w) are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsMainLine Sub, and is a valid and legally binding agreement of GP HoldingsMainLine Sub, enforceable against GP Holdings MainLine Sub in accordance with its terms; and; (viii) The Each of the agreements of limited liability company agreementpartnership, as amended and restated to the date hereof, of MainLine GP the Operating Partnerships has been duly authorized, executed and delivered by the General PartnerPartner and the Partnership, and is a valid and legally binding agreement of General Partner and the Partnership, enforceable against the General Partner and the Partnership in accordance with its terms; (iv) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River and Transportation has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the General PartnerPartnership, enforceable against the General Partner Partnership in accordance with its terms; (v) Each of the limited liability company agreements, as amended and restated to the date hereof, of each of the LLC Subsidiaries has been duly authorized, executed and delivered by the respective parties thereto, and is a valid and legally binding agreement of the parties thereto, enforceable against it in accordance with its terms; (vi) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the LP Subsidiaries has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of the parties thereto, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described in this Section 1(w)clause (x) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses clause (ix)(i) through (vvi) of this Section 1(w) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (iA) The General Partner Agreement has been duly authorized, executed and delivered by the GP Members and is a valid and legally binding agreement of each of the GP Members, enforceable against each of the GP Members in accordance with its terms; (B) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iiC) The limited liability company agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings Operating Subsidiary has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms;; and (iiiD) The agreement of limited partnershipPurchase and Sale Agreement dated March 19, as amended 2012 (the “Purchase Agreement”), by and restated to the date hereofbetween Prize Petroleum, of MainLine L.P. has been duly authorizedLLC, executed and delivered by MainLine GP Prize Pipeline, LLC and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner Operating Subsidiary has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, Operating Subsidiary and is a valid and legally binding agreement of the General PartnerOperating Subsidiary, enforceable against the General Partner Operating Subsidiary in accordance with its terms, ; provided that, with respect to that the enforceability of each agreement described in this Section 1(w), the enforceability thereof paragraphs (A) though (E) above may be affected limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or transfer moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by general equitable principlesprinciples of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The agreements described in clauses (iA) through (vD) above of this Section 1(w1(15) are sometimes referred to herein individually as an “Operative Document” and collectively and, collectively, as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsMainLine Sub, and is a valid and legally binding agreement of GP HoldingsMainLine Sub, enforceable against GP Holdings MainLine Sub in accordance with its terms; and; (viii) The Each of the agreements of limited liability company agreementpartnership, as amended and restated to the date hereof, of MainLine GP the Operating Partnerships has been duly authorized, executed and delivered by the General PartnerPartner and the Partnership, and is a valid and legally binding agreement of General Partner and the Partnership, enforceable against the General Partner and the Partnership in accordance with its terms; (iv) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River and Transportation has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the General PartnerPartnership, enforceable against the General Partner Partnership in accordance with its terms; (v) Each of the limited liability company agreements, as amended and restated to the date hereof, of each of the LLC Subsidiaries has been duly authorized, executed and delivered by the respective parties thereto, and is a valid and legally binding agreement of the parties thereto, enforceable against it in accordance with its terms; (vi) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the LP Subsidiaries has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of the parties thereto, enforceable against each of them in accordance with its terms; (vii) Each of the Transaction Documents has been duly authorized, executed and delivered by the Partnership Entities that are parties thereto and is a valid and legally binding agreement of such Partnership Entities, enforceable against such Partnership Entities in accordance with its terms; provided that, with respect to each agreement described in this Section 1(w)clause (v) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ ' rights and by general equitable principles. The agreements described in clauses clause (iv)(i) through (vvii) of this Section 1(w) above are sometimes referred to herein individually as an “"Operative Document” " and collectively as the “"Operative Documents.”"

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP GP, Inc. and the predecessor to the General Partner, and is a valid validly and legally binding agreement of MainLine GP GP, Inc. and the General Partner, enforceable against MainLine GP GP, Inc. and the General Partner in accordance with its terms; (iviii) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsBGH, and is a valid and legally binding agreement of GP HoldingsBGH, enforceable against GP Holdings BGH in accordance with its terms; and; (iv) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the Operating Partnerships has been duly authorized, executed and delivered by MainLine L.P. and the Partnership, and is a valid and legally binding agreement of MainLine L.P. and the Partnership, enforceable against MainLine L.P. and the Partnership in accordance with its terms; (v) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River, Transportation and NGL has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP Buckeye Terminals has been duly authorized, executed and delivered by the General Partnerparties thereto, and is a valid and legally binding agreement of the General Partnerparties thereto, enforceable against the General Partner it in accordance with its terms; and (vii) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the LP Subsidiaries has been duly authorized, executed and delivered by the Partnership Entities that are parties thereto and is a valid and legally binding agreement of such Partnership Entities, enforceable against such Partnership Entities in accordance with its terms. provided that, with respect to each agreement described in this Section 1(w)clause (z) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses clause (iz)(i) through (vvii) of this Section 1(w) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (iA) The General Partner Agreement has been duly authorized, executed and delivered by the GP Members and is a valid and legally binding agreement of each of the GP Members, enforceable against each of the GP Members in accordance with its terms; (B) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iiC) The limited liability company agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings Operating Subsidiary has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms;; and (iiiD) The agreement of limited partnershipPurchase and Sale Agreement dated March 19, as amended 2012 (the “Purchase Agreement”), by and restated to the date hereofbetween Prize Petroleum, of MainLine L.P. has been duly authorizedLLC, executed and delivered by MainLine GP Prize Pipeline, LLC and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner Operating Subsidiary has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, Operating Subsidiary and is a valid and legally binding agreement of the General PartnerOperating Subsidiary, enforceable against the General Partner Operating Subsidiary in accordance with its terms, ; provided that, with respect to that the enforceability of each agreement described in this Section 1(w), the enforceability thereof paragraphs (A) though (D) above may be affected limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or transfer moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by general equitable principlesprinciples of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The agreements described in clauses (iA) through (vD) above of this Section 1(w1(15) are sometimes referred to herein individually as an “Operative Document” and collectively and, collectively, as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The the Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings LLC Agreement has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine MGG GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP Agreement has been duly authorized, executed and delivered by the General Partner, Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iv) the MMH GP Agreement has been duly authorized, executed and delivered by the MGG GP and is a valid and legally binding agreement of MGG GP, enforceable against MGG GP in accordance with its terms; (v) the OLP GP LLC Agreement has been duly authorized, executed and delivered by the Partnership as the sole member of OLP GP, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) the Operating Partnership Agreement has been duly authorized, executed and delivered by each of OLP GP and the Partnership and is a valid and legally binding agreement of each of OLP GP and the Partnership, enforceable against each of OLP GP and the Partnership in accordance with its terms; (vii) the MPGP LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (viii) the MNGL LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (ix) each of the LP Subsidiary Partnership Agreements has been duly authorized, executed and delivered by the Operating Partnership and MNGL LLC, and is a valid and legally binding agreement of the Operating Partnership and MNGL LLC, enforceable against the Operating Partnership and MNGL LLC in accordance with its terms; (x) the Osage LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (xi) the Texas Frontera LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (xii) the MCO LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (xiii) the MPT LP Partnership Agreement has been duly authorized, executed and delivered by the Partnership and MPGP LLC, and is a valid and legally binding agreement of the Partnership and MPGP LLC, enforceable against the Partnership and MPGP LLC in accordance with its terms; (xiv) the MPL LP Partnership Agreement has been duly authorized, executed and delivered by MPGP LLC and the Partnership and is a valid and legally binding agreement of each of MPGP LLC and the Partnership, enforceable against each of MPGP LLC and the Partnership in accordance with its terms; (xv) the Purchase Agreement has been duly authorized, executed and delivered by MPL LP and is a valid and legally binding agreement of MPL LP enforceable against MPL LP in accordance with its terms; and (xvi) the Commitment Letter has been duly authorized, executed and delivered by the Partnership; provided that, with respect to each agreement described in clauses (i) through (xvi) of this Section 1(w1(bb), the enforceability thereof may be affected limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or transfer moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles. The agreements described principles of equity (regardless of whether such enforceability is considered in clauses a proceeding in equity or at law) (i) through (v) of this Section 1(w) are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative DocumentsEnforceability Exceptions”); and provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws.”

Authorization and Enforceability of Other Agreements. (iA) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (ivB) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsMainLine Sub, and is a valid and legally binding agreement of GP HoldingsMainLine Sub, enforceable against GP Holdings MainLine Sub in accordance with its terms; and; (vC) The Each of the agreements of limited liability company agreementpartnership, as amended and restated to the date hereof, of MainLine GP the Operating Partnerships has been duly authorized, executed and delivered by the General PartnerPartner and the Partnership, and is a valid and legally binding agreement of General Partner and the Partnership, enforceable against the General Partner and the Partnership in accordance with its terms; (D) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River, Transportation and NGL has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the General PartnerPartnership, enforceable against the General Partner Partnership in accordance with its terms; (E) Each of the limited liability company agreements, as amended and restated to the date hereof, of each of the LLC Subsidiaries has been duly authorized, executed and delivered by the respective parties thereto, and is a valid and legally binding agreement of the parties thereto, enforceable against it in accordance with its terms; (F) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the LP Subsidiaries has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of the parties thereto, enforceable against each of them in accordance with its terms; and (G) Each of the Transaction Documents has been duly authorized, executed and delivered by the Partnership Entities that are parties thereto and is a valid and legally binding agreement of such Partnership Entities, enforceable against such Partnership Entities in accordance with its terms; provided that, with respect to each agreement described in this Section 1(w)clause (y) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses clause (iy)(A) through (vG) of this Section 1(w) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (iA) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (ivB) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsMainLine Sub, and is a valid and legally binding agreement of GP HoldingsMainLine Sub, enforceable against GP Holdings MainLine Sub in accordance with its terms; and; (vC) The Each of the agreements of limited liability company agreementpartnership, as amended and restated to the date hereof, of MainLine GP the Operating Partnerships has been duly authorized, executed and delivered by the General PartnerPartner and the Partnership, and is a valid and legally binding agreement of General Partner and the Partnership, enforceable against the General Partner and the Partnership in accordance with its terms; (D) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River and Transportation has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the General PartnerPartnership, enforceable against the General Partner Partnership in accordance with its terms; (E) Each of the limited liability company agreements, as amended and restated to the date hereof, of each of the LLC Subsidiaries has been duly authorized, executed and delivered by the respective parties thereto, and is a valid and legally binding agreement of the parties thereto, enforceable against it in accordance with its terms; (F) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the LP Subsidiaries has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of the parties thereto, enforceable against each of them in accordance with its terms; (G) Each of the Transaction Documents has been duly authorized, executed and delivered by the Partnership Entities that are parties thereto and is a valid and legally binding agreement of such Partnership Entities, enforceable against such Partnership Entities in accordance with its terms; provided that, with respect to each agreement described in this Section 1(w)clause (v) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses clause (iv)(A) through (vG) of this Section 1(w) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP GP, Inc. and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP GP, Inc. and the General Partner, enforceable against MainLine GP GP, Inc. and the General Partner in accordance with its terms; (iviii) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsBGH, and is a valid and legally binding agreement of GP HoldingsBGH, enforceable against GP Holdings BGH in accordance with its terms; and; (iv) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the Operating Partnerships has been duly authorized, executed and delivered by MainLine L.P. and the Partnership, and is a valid and legally binding agreement of MainLine L.P. and the Partnership, enforceable against MainLine L.P. and the Partnership in accordance with its terms; (v) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River, Energy Holdings, Gas Storage has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP Lodi Gas has been duly authorized, executed and delivered by the General PartnerGas Storage, and is a valid and legally binding agreement of the General PartnerGas Storage, enforceable against Gas Storage in accordance with its terms; (vii) The limited liability company agreement, as amended and restated to the General Partner date hereof, of Energy Services has been duly authorized, executed and delivered by Energy Holdings, and is a valid and legally binding agreement of Energy Holdings, enforceable against Energy Holdings in accordance with its terms; and (viii) The limited liability company agreement, as amended and restated to the date hereof, of Buckeye Terminals has been duly authorized, executed and delivered by BPH, and is a valid and legally binding agreement of BPH, enforceable against BPH in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w)1(cc) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (vviii) of this Section 1(w1(cc) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The GP LLC Agreement has been duly authorized, executed and delivered by the GP Members, and is a valid and legally binding agreement of each of the GP Members, enforceable against each of them in accordance with its terms. (ii) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms;. (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine OLP GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner LLC Agreement has been duly authorized, executed and delivered by the predecessor to GP Holdings, and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; and (v) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General PartnerPartnership, and is a valid and legally binding agreement of the General PartnerPartnership, enforceable against the General Partner it in accordance with its terms. (iv) The Operating Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership, and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms. (v) The Operating GP LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, and is a valid and legally binding agreement of the Operating Partnership, enforceable against it in accordance with its terms. (vi) Each of the LP Subsidiary Partnership Agreements has been duly authorized, executed and delivered by the Operating GP LLC and the Operating Partnership and is a valid and legally binding agreement of the Operating GP LLC and the Operating Partnership, enforceable against each of them in accordance with its terms. (vii) The Sun Pipe Line LLC Agreement is a valid and legally binding agreement of Sunoco Pipeline LP, enforceable against it in accordance with its terms. provided that, with respect to each agreement described in this Section 1(w)1(ee)(i)–(vii) above, the enforceability thereof may be affected limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or transfer moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by general equitable principles. The principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided, further, that the indemnity and contribution provisions contained in any of such agreements described in clauses (i) through (v) of this Section 1(w) are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documentsmay be limited by federal or state securities laws.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP GP, Inc. and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP GP, Inc. and the General Partner, enforceable against MainLine GP GP, Inc. and the General Partner in accordance with its terms; (iviii) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsBGH, and is a valid and legally binding agreement of GP HoldingsBGH, enforceable against GP Holdings BGH in accordance with its terms; and; (iv) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the Operating Partnerships has been duly authorized, executed and delivered by MainLine L.P. and the Partnership, and is a valid and legally binding agreement of MainLine L.P. and the Partnership, enforceable against MainLine L.P. and the Partnership in accordance with its terms; (v) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River, Energy Holdings, Gas Storage has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP Lodi Gas has been duly authorized, executed and delivered by the General PartnerGas Storage, and is a valid and legally binding agreement of the General PartnerGas Storage, enforceable against Gas Storage in accordance with its terms; (vii) The limited liability company agreement, as amended and restated to the General Partner date hereof, of Energy Services has been duly authorized, executed and delivered by Energy Holdings, and is a valid and legally binding agreement of Energy Holdings, enforceable against Energy Holdings in accordance with its terms; and (viii) The limited liability company agreement, as amended and restated to the date hereof, of Buckeye Terminals has been duly authorized, executed and delivered by BPH, and is a valid and legally binding agreement of BPH, enforceable against BPH in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w)1(bb) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (vviii) of this Section 1(w1(bb) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings BGH has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP BGH, and is a valid and legally binding agreement of BGH, enforceable against BGH in accordance with its terms; (v) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the Operating Partnerships has been duly authorized, executed and delivered by MainLine L.P. and the Partnership, and is a valid and legally binding agreement of MainLine L.P. and the Partnership, enforceable against MainLine L.P. and the Partnership in accordance with its terms; (vi) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River, Energy Holdings, Transportation, Atlantic Holdings and Gas Storage has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vii) The limited liability company agreement, as amended and restated to the date hereof, of Lodi Gas has been duly authorized, executed and delivered by Gas Storage, and is a valid and legally binding agreement of Gas Storage, enforceable against Gas Storage in accordance with its terms; (viii) The limited liability company agreement, as amended and restated to the date hereof, of Energy Services has been duly authorized, executed and delivered by Energy Holdings, and is a valid and legally binding agreement of GP Energy Holdings, enforceable against GP Energy Holdings in accordance with its terms; (ix) The limited liability company agreement, as amended and restated to the date hereof, of Buckeye Terminals has been duly authorized, executed and delivered by BPH, and is a valid and legally binding agreement of BPH, enforceable against BPH in accordance with its terms; and (vx) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP has been duly authorized, executed and delivered by the General Partner, and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, provided that, with respect to each agreement described in this Section 1(w)1(hh) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (vx) of this Section 1(w1(hh) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP GP, Inc. and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP GP, Inc. and the General Partner, enforceable against MainLine GP GP, Inc. and the General Partner in accordance with its terms; (iviii) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsBGH, and is a valid and legally binding agreement of GP HoldingsBGH, enforceable against GP Holdings BGH in accordance with its terms; and; (iv) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the Operating Partnerships has been duly authorized, executed and delivered by MainLine L.P. and the Partnership, and is a valid and legally binding agreement of MainLine L.P. and the Partnership, enforceable against MainLine L.P. and the Partnership in accordance with its terms; (v) Each of the limited liability company agreements, as amended and restated to the date hereof, of Wood River, Transportation and NGL has been duly authorized, executed and delivered by the Partnership, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP Buckeye Terminals has been duly authorized, executed and delivered by BPH, and is a valid and legally binding agreement of BPH, enforceable against BPH in accordance with its terms; and (vii) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the LP Subsidiaries has been duly authorized, executed and delivered by the General PartnerPartnership Entities that are parties thereto, and is a valid and legally binding agreement of the General Partnersuch Partnership Entities, enforceable against the General Partner such Partnership Entities in accordance with its terms, . provided that, with respect to each agreement described in this Section 1(w)1(bb) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses (i) through (vvii) of this the Section 1(w1(bb) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”

Authorization and Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The agreement of limited partnership, as amended and restated to the date hereof, of GP Holdings has been duly authorized, executed and delivered by MainLine Management and the Partnership and is a valid and legally binding agreement of MainLine Management and the Partnership, enforceable against MainLine Management and the Partnership in accordance with its terms; (iii) The agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by MainLine GP and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP and the General Partner, enforceable against MainLine GP and the General Partner in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of the General Partner has been duly authorized, executed and delivered by the predecessor to GP HoldingsBMC, and is a valid and legally binding agreement of GP HoldingsBMC, enforceable against GP Holdings BMC in accordance with its terms; and; (viii) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the Operating Partnerships has been duly authorized, executed and delivered by the General Partner and the Partnership, and is a valid and legally binding agreement of General Partner and the Partnership, enforceable against the General Partner and the Partnership in accordance with its terms; (iv) The limited liability company agreement, as amended and restated to the date hereof, of MainLine GP Wood River has been duly authorized, executed and delivered by the General PartnerPartnership, and is a valid and legally binding agreement of the General PartnerPartnership, enforceable against the General Partner Partnership in accordance with its terms; (v) Each of the limited liability company agreements, as amended and restated to the date hereof, of each of the LLC Subsidiaries has been duly authorized, executed and delivered by the respective parties thereto, and is a valid and legally binding agreement of the parties thereto, enforceable against it in accordance with its terms; (vi) Each of the agreements of limited partnership, as amended and restated to the date hereof, of the LP Subsidiaries has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of the Table of Contents Partnership Entities that are party thereto, enforceable against such Partnership Entities in accordance with its terms; (vii) Each of the Transaction Documents has been duly authorized, executed and delivered by the Partnership Entities that are parties thereto and is a valid and legally binding agreement of such Partnership Entities, enforceable in accordance with its terms; provided that, with respect to each agreement described in this Section 1(w)clause (x) above, the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general equitable principles. The agreements described in clauses clause (ix)(i) through (vvi) of this Section 1(w) above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Operative Documents.”