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 Operating Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership, and is a valid and legally binding agreement of OLP GP and the Partnership, enforceable against OLP GP and the Partnership in accordance with its terms. (iii) The GP LLC Agreement has been duly authorized, executed and delivered by MGG, and is a valid and legally binding agreement of MGG, enforceable against MGG in accordance with its terms. (iv) 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 MPGP LLC and the Partnership, enforceable against MPGP LLC and the Partnership in accordance with its terms. (v) 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. (vi) 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. (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 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. (ix) 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. (x) The OLP GP 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. provided that, with respect to each agreement described in Section 1(cc) above, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability 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 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 Operating Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership, and is a valid and legally binding agreement of OLP GP and the Partnership, enforceable against OLP GP and the Partnership in accordance with its terms. (iii) The GP LLC Agreement has been duly authorized, executed and delivered by MGG, and is a valid and legally binding agreement of MGG, enforceable against MGG in accordance with its terms. (iv) 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 MPGP LLC and the Partnership, enforceable against MPGP LLC and the Partnership in accordance with its terms. (v) 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. (vi) 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. (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 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. (ix) 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. (x) The OLP GP 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 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 Sunoco Acquisition LLC Agreement is a valid and legally binding agreement of Sunoco Pipeline LP, enforceable against it in accordance with its terms. (viii) The Sun Pipe Line LLC Agreement is a valid and legally binding agreement of Sunoco Acquisition LLC, enforceable against it in accordance with its terms. provided that, with respect to each agreement described in Section 1(cc1(cc)(i)–(viii) above, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”); and provided provided, further, that the indemnity, indemnity and contribution and exoneration provisions contained in any of such agreements may be limited by applicable 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 Operating Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership, and is a valid and legally binding agreement of OLP GP and the Partnership, enforceable against OLP GP and the Partnership in accordance with its terms. (iii) The GP LLC Agreement has been duly authorized, executed and delivered by MGGthe Selling Unitholder, and is a valid and legally binding agreement of MGGthe Selling Unitholder, enforceable against MGG the Selling Unitholder in accordance with its terms. (iv) 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 MPGP LLC and the Partnership, enforceable against MPGP LLC and the Partnership in accordance with its terms. (v) 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. (vi) Each of the LP Subsidiary Partnership Agreements has been duly authorized, executed and delivered by the Operating Partnership and MNGL LLC, 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. (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 Osage LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, Partnership and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms. (ix) 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. (x) The OLP GP 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. provided that, with respect to each agreement described in Section 1(ccclause (v) above, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”); and provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable lawslaws and public policy.

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 Operating Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership, and is a valid and legally binding agreement of OLP GP and the Partnership, enforceable against OLP GP and the Partnership in accordance with its terms. (iii) The GP LLC Agreement has been duly authorized, executed and delivered by MGGthe Selling Unitholder, and is a valid and legally binding agreement of MGGthe Selling Unitholder, enforceable against MGG the Selling Unitholder in accordance with its terms. (iv) The MPL LP Partnership LLC Agreement has been duly authorized, executed and delivered by MPGP LLC and the Partnership, and is a valid and legally binding agreement of MPGP LLC and the Partnership, enforceable against MPGP LLC and the Partnership it in accordance with its terms. (v) 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. (vi) Each of the LP Subsidiary Partnership Agreements has been duly authorized, executed and delivered by the Operating Partnership and MNGL LLC, LLC and is a valid and legally binding agreement of the Operating Partnership and MNGL LLC, enforceable against the Operating Partnership and MNGL LLC each of them 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 Osage LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, Partnership and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms. (ixviii) The MPT LP Partnership Agreement Shell PSA 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. (x) The OLP GP 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. provided that, with respect to each agreement described in Section 1(ccclause (u) above, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”); and provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable lawslaws and public policy.

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 Operating Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership, and is a valid and legally binding agreement of OLP GP and the Partnership, enforceable against OLP GP and the Partnership in accordance with its terms. (iii) The GP LLC Agreement has been duly authorized, executed and delivered by MGGMMH LP, and is a valid and legally binding agreement of MGGMMH LP, enforceable against MGG MMH LP in accordance with its terms. (iv) 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 MPGP LLC and the Partnership, enforceable against MPGP LLC and the Partnership in accordance with its terms. (v) 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. (vi) Each of the LP Subsidiary Partnership Agreements has been duly authorized, executed and delivered by the Operating Partnership and MNGL LLC, 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. (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 Osage LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, Partnership and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms. (ix) The MPT LP Partnership Agreement has Shell Transaction Documents have been duly authorized, executed and delivered by the Partnership Entities party thereto and MPGP LLC, and is a are valid and legally binding agreement agreements of the Partnership and MPGP LLCEntities party thereto, enforceable against the Partnership and MPGP LLC Entities party thereto in accordance with its terms. (x) The OLP GP 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 their terms. provided that, with respect to each agreement described in Section 1(ccclause (v) above, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”); and provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable lawslaws and public policy.

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 Operating Partnership Agreement agreement of limited partnership, as amended and restated to the date hereof, of MainLine L.P. has been duly authorized, executed and delivered by OLP GP MainLine GP, Inc. and the predecessor to the General Partner, and is a valid and legally binding agreement of MainLine GP, Inc. and the General Partner, enforceable against MainLine GP, Inc. and the General Partner in accordance with its terms; (iii) 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 BGH, and is a valid and legally binding agreement of BGH, enforceable against BGH in accordance with its terms; (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 OLP GP MainLine L.P. and the Partnership, enforceable against OLP GP MainLine L.P. and the Partnership in accordance with its terms. (iii) The GP LLC Agreement has been duly authorized, executed and delivered by MGG, and is a valid and legally binding agreement of MGG, enforceable against MGG in accordance with its terms. (iv) 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 MPGP LLC and the Partnership, enforceable against MPGP LLC and the Partnership in accordance with its terms.; (v) 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. (vi) Each of the LP Subsidiary Partnership Agreements has been duly authorizedlimited liability company agreements, executed as amended and delivered by restated to the Operating Partnership date hereof, of Wood River, Energy Holdings, Gas Storage, BGC I, BGC II, Lodi Gas 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. (vii) The MPGP LLC Agreement Farm & Home 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.; (viiivi) The Osage LLC Agreement limited liability company agreement, as amended and restated to the date hereof, of Buckeye Terminals has been duly authorized, executed and delivered by the Operating PartnershipBPH, and is a valid and legally binding agreement of the Operating PartnershipBPH, enforceable against the Operating Partnership BPH in accordance with its terms.; and (ixvii) The MPT LP Partnership Agreement agreement of limited partnership, as amended and restated to the date hereof, of the BGC has been duly authorized, executed and delivered by the Partnership BGC I and MPGP LLCBGC II, and is a valid and legally binding agreement of the Partnership BGC I and MPGP LLCBGC II, enforceable against the Partnership BGC I and MPGP LLC in accordance with its terms. (x) The OLP GP 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 BGC II in accordance with its terms. provided that, with respect to each agreement described in this Section 1(cc) above, the enforceability thereof may be limited affected by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization and similar other laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by general principles equitable principles. The agreements described in clauses (i) through (vii) of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawthe Section 1(cc) (above are sometimes referred to herein individually as an “Operative Document” and collectively as the “Enforceability ExceptionsOperative Documents.”); 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 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 Operating Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership, and is a valid and legally binding agreement of OLP GP and the Partnership, enforceable against OLP GP and the Partnership in accordance with its terms. (iii) The GP LLC Agreement has been duly authorized, executed and delivered by MGG, and is a valid and legally binding agreement of MGG, enforceable against MGG in accordance with its terms. (iv) 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 MPGP LLC and the Partnership, enforceable against MPGP LLC and the Partnership in accordance with its terms. (v) 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. (vi) 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. (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 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. (ix) 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. (x) The OLP GP 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 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) Each of the limited liability company agreements of PUT LLC and Gulf Pipe Line, respectively, has been duly authorized, executed and delivered by Sunoco Pipeline LP and is a valid and legally binding agreement of Sunoco Pipeline LP, enforceable against it in accordance with its terms. (viii) The Acquisition Agreement has been duly authorized, executed and delivered by Sunoco Pipeline LP and is a valid and legally binding agreement of Sunoco Pipeline LP, enforceable against it in accordance with its terms. (ix) The Redemption Agreement has been duly authorized, executed and delivered by the Partnership and the General Partner and is a valid and legally binding agreement of each of the Partnership and the General Partner, enforceable against each of them in accordance with its terms. provided that, with respect to each agreement described in Section 1(cc(v)(i) - (ix) above, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”); and provided provided, further, that the indemnity, indemnity and contribution and exoneration provisions contained in any of such agreements may be limited by applicable 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 Operating Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership, and is a valid and legally binding agreement of OLP GP and the Partnership, enforceable against OLP GP and the Partnership in accordance with its terms. (iii) The GP LLC Agreement has been duly authorized, executed and delivered by MGGMMH LP, and is a valid and legally binding agreement of MGGMMH LP, enforceable against MGG MMH LP in accordance with its terms. (iv) 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 MPGP LLC and the Partnership, enforceable against MPGP LLC and the Partnership in accordance with its terms. (v) 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. (vi) Each of the LP Subsidiary Partnership Agreements has been duly authorized, executed and delivered by the Operating Partnership and MNGL LLC, 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. (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 Osage LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership, Partnership and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms. (ix) The MPT LP Partnership Agreement has Shell Transaction Documents have been duly authorized, executed and delivered by the Partnership Entities party thereto and MPGP LLC, and is a are valid and legally binding agreement agreements of the Partnership and MPGP LLCEntities party thereto, enforceable against the Partnership and MPGP LLC Entities party thereto in accordance with its terms. (x) The OLP GP 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 their terms. provided that, with respect to each agreement described in Section 1(ccclause (w) above, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”); and provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable lawslaws and public policy.

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 Operating Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership, and is a valid and legally binding agreement of OLP GP and the Partnership, enforceable against OLP GP and the Partnership in accordance with its terms. (iii) The GP LLC Agreement has been duly authorized, executed and delivered by MGG, and is a valid and legally binding agreement of MGG, enforceable against MGG in accordance with its terms. (iv) 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 MPGP LLC and the Partnership, enforceable against MPGP LLC and the Partnership in accordance with its terms. (v) 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. (vi) 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. (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 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. (ix) 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. (x) The OLP GP 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 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 Sunoco Acquisition LLC Agreement is a valid and legally binding agreement of Sunoco Pipeline LP, enforceable against it in accordance with its terms. (viii) The Sun Pipe Line LLC Agreement is a valid and legally binding agreement of Sunoco Acquisition LLC, enforceable against it in accordance with its terms. provided that, with respect to each agreement described in Section 1(cc1(ff)(i)–(viii) above, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”); and provided provided, further, that the indemnity, indemnity and contribution and exoneration provisions contained in any of such agreements may be limited by applicable federal or state securities laws.