Common use of Enforceability of Other Agreements Clause in Contracts

Enforceability of Other Agreements. At or before the Closing: (i) the Partnership Agreement will be duly authorized, executed and delivered by the General Partner and Martin LLC as the "Organizational Limited Partner," and will xx x valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin LLC Agreement will be duly authorized, executed and dxxxxxxed by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms; (iii) the Operating GP Agreement will be duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iv) the Operating Partnership Agreement will be duly authorized, executed and delivered by Operating GP and the Partnership and will be a valid and legally binding agreement of Operating GP and the Partnership, enforceable against Operating GP and the Partnership in accordance with its terms; (v) the General Partner LLC Agreement will be duly authorized, executed and delivered by Martin LLC and will be a valid and legally binding agreement xx Xxrtin LLC enforceable against Martin LLC in accordance with xxx xerms; (vi) each of the Transaction Documents will be duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with its terms; (vii) the omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of MRMC, the General Partner, the Partnership and the Operating Partnership, and will be valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the motor carrier agreement (the "Motor Carrier Agreement") will be duly authorized, executed and delivered by each of the Partnership and MTI, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ix) the product supply agreement (the "Product Supply Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (x) the marine fuel agreement (the "Marine Fuel Agreement") will be duly authorized, executed and delivered by each of the Partnership and Midstream and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal services agreement (the "Terminal Services Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (xv) the MLP Credit Agreement will be duly authorized, executed and delivered by the Partnership, the Operating Partnership and Operating GP and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described in this Section 6(t), the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors' rights generally and by general 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 may be limited by applicable laws and public policy. The Partnership Agreement, the Martin LLC Agreement, the Operating GP Agreement, the Operating Partnxxxxxx Agreement, the General Partner LLC Agreement, the Transaction Documents, the Omnibus Agreement, the Motor Carrier Agreement, the Product Supply Agreement, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Agreement and the MLP Credit Agreement are herein collectively referred to as the "Operative Agreements." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents.

Enforceability of Other Agreements. At or before the Closing: (i) the Partnership Agreement will be duly authorized, executed and delivered by the General Partner and Martin LLC as the "Organizational Limited Partner," and will xx x valid xalid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin LLC Agreement will be duly authorized, executed and dxxxxxxed dexxxxxxd by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms; (iii) the Operating GP Agreement will be duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iv) the Operating Partnership Agreement will be duly authorized, executed and delivered by Operating GP and the Partnership and will be a valid and legally binding agreement of Operating GP and the Partnership, enforceable against Operating GP and the Partnership in accordance with its terms; (v) the General Partner LLC Agreement will be duly authorized, executed and delivered by Martin LLC and will be a valid and legally binding agreement xx Xxrtin Xxxtin LLC enforceable against Martin LLC in accordance with xxx xermsxxrms; (vi) each of the Transaction Documents will be duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with its terms; (vii) the omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of MRMC, the General Partner, the Partnership and the Operating Partnership, and will be valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the motor carrier agreement (the "Motor Carrier Agreement") will be duly authorized, executed and delivered by each of the Partnership and MTI, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ix) the product supply agreement (the "Product Supply Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (x) the marine fuel agreement (the "Marine Fuel Agreement") will be duly authorized, executed and delivered by each of the Partnership and Midstream and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding legaxxx xxnding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal services agreement (the "Terminal Services Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (xv) the MLP Credit Agreement will be duly authorized, executed and delivered by the Partnership, the Operating Partnership and Operating GP and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described in this Section 6(t), the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium and similar laws relating to or affecting creditors' rights generally and by general 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 may be limited by applicable laws and public policy. The Partnership Agreement, the Martin LLC Agreement, the Operating GP Agreement, the Operating Partnxxxxxx Partnexxxxx Agreement, the General Partner LLC Agreement, the Transaction Documents, the Omnibus Agreement, the Motor Carrier Agreement, the Product Supply Agreement, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Agreement and the MLP Credit Agreement are herein collectively referred to as the "Operative Agreements." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens Documents and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents.

Enforceability of Other Agreements. At or before the ClosingDelivery Date: (i) the Partnership Agreement will be duly authorized, executed and delivered by the General Partner and Martin LLC Sun Delaware as the "Organizational Limited Partner," and will xx x be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin LA LLC Agreement will be duly authorized, executed and dxxxxxxed delivered by MRMC the Partnership and will be a valid and legally binding agreement of MRMCthe Partnership, enforceable against MRMC the Partnership in accordance with its terms; (iii) the Operating GP LLC Agreement will be duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iv) the Operating Partnership Agreement will be duly authorized, executed and delivered by Operating GP LLC and the Partnership and will be a valid and legally binding agreement of Operating GP LLC and the Partnership, enforceable against Operating GP LLC and the Partnership in accordance with its terms; (v) the OLP GP LLC Agreement will be duly authorized, executed and delivered by the Operating Partnership and will be a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (vi) the Operating Subsidiary Partnership Agreements will be duly authorized, executed and delivered by OLP GP LLC and the Operating Partnership and will be a valid and legally binding agreement of OLP GP LLC and the Operating Partnership, enforceable against OLP GP LLC and the Operating Partnership in accordance with its terms; (vii) the General Partner LLC Agreement will be duly authorized, executed and delivered by Martin LLC Sun Delaware, Sunoco Texas, Sunoco R&M, Atlantic Petroleum and Atlantic Out LP and will be a valid and legally binding agreement xx Xxrtin LLC of each of Sun Delaware, Sunoco Texas, Sunoco R&M, Atlantic Petroleum and Atlantic Out LP, enforceable against Martin LLC the Operating Partnership in accordance with xxx xermsits terms; (viviii) the Underwriting Agreement will be duly authorized, executed and delivered by the Sunoco Parties and will be a valid and legally binding agreement of the Sunoco Parties enforceable against each of the Sunoco Parties in accordance with its terms; (ix) the Registration Rights Agreement will be duly authorized, executed and delivered by the Operating Partnership and the Initial Purchasers and will be a valid and legally binding agreement of the Operating Partnership and each of the Initial Purchasers enforceable against the Operating Partnership and the Initial Purchasers in accordance with its terms; (x) the Indenture will be duly authorized, executed and delivered by the Operating Partnership, as issuer, by the Partnership, Sun Pipeline LP and RM In LP, as guarantors (collectively, the "Guarantors"), and by the trustee thereunder and will be a valid and legally binding agreement of the Operating Partnership and each of the Guarantors enforceable against the Operating Partnership and the Guarantors in accordance with its terms; (xi) the Notes will be duly authorized for issuance and sale to the initial purchasers thereof and, when issued and authenticated in accordance with the terms of this Agreement, will constitute the valid and binding obligations of the Operating Partnership and each of the Guarantors, enforceable against the Operating Partnership and each of the Guarantors and entitled to the benefits of the Indenture; (xii) the Credit Agreement will be duly authorized, executed and delivered by the Operating Partnership and the Guarantors and will be a valid and legally binding agreement of the Operating Partnership and the Guarantors enforceable against the Operating Partnership and the Guarantors in accordance with its terms; (xiii) each of the Transaction Documents Merger and Contribution Agreements will be duly authorized, executed and delivered by the parties thereto and will be a valid and legally binding agreements agreement of each of them, them enforceable against each of them in accordance with its terms; (viixiv) the omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of MRMCSunoco, Sunoco R&M, Sun Delaware, Atlantic Petroleum, the General Partner, the Partnership and the Operating Partnership, and will be a valid and legally binding agreement of each of them, them enforceable against each of them in accordance with its terms; (viiixv) the motor carrier pipelines and terminals storage and throughput agreement (the "Motor Carrier Pipelines and Terminals Agreement") will be duly authorized, executed and delivered by each of Sunoco R&M, the General Partner, the Partnership, the Operating Partnership, RM In LP, OLP GP LLC and GP LLC will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; (xvi) the crude oil purchase agreements (the "Crude Oil Purchase Agreements") will be duly authorized, executed and delivered by each of Sunoco, Sunoco R&M, the General Partner, the Partnership, Operating Partnership [and MTIthe other parties thereto], and will be a valid and legally binding agreement of each of them, them enforceable against each of them in accordance with its terms; (ixxvii) the product supply interrefinery lease agreement (the "Product Supply Lease Agreement") will be duly authorized, executed and delivered by each of Sunoco R&M, the General Partner, the Partnership, the Operating Partnership [and MGS the other parties thereto], and will be a valid and legally binding agreement of each of them, them enforceable against each of them in accordance with its terms;; and (xxviii) the marine fuel agreement (the "Marine Fuel Agreement") will be duly authorized, executed and delivered by each of the Partnership and Midstream and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal treasury services agreement (the "Terminal Treasury Services Agreement") will be duly authorized, executed and delivered by each of Sunoco, the General Partner, the Partnership, the Operating Partnership [and MGS the other parties thereto], and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (xv) the MLP Credit Agreement will be duly authorized, executed and delivered by the Partnership, the Operating Partnership and Operating GP and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described in this Section 6(t1(u), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer moratorium and similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further, that the indemnity indemnity, contribution and contribution exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The Partnership Agreement, the Martin LA LLC Agreement, the GP LLC Agreement, the OLP GP LLC Agreement, the Operating GP Agreement, the Operating Partnxxxxxx AgreementSubsidiary Partnership Agreements, the General Partner LLC Agreement, the Transaction DocumentsUnderwriting Agreement, the Indenture, the Notes, the Credit Agreement, the Merger and Contribution Agreements, the Omnibus Agreement, the Motor Carrier Pipelines and Terminals Agreement, the Product Supply AgreementCrude Oil Purchase Agreements, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Lease Agreement and the MLP Credit Treasury Services Agreement are herein collectively referred to as the "Operative Agreements." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents."

Enforceability of Other Agreements. At or before the ClosingFirst Delivery Date: (i) the General Partner Operating Agreement will have been duly authorized, executed and delivered by Global Petroleum, Montello Oil, Xxxxx Holdings and Xxxxx Holdings II and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ii) the Partnership Agreement will be have been duly authorized, executed and delivered by the General Partner and Martin LLC as the "Organizational Limited Partner," Partner (as defined in the Partnership Agreement) and will xx x be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin LLC Agreement will be duly authorized, executed and dxxxxxxed by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms; (iii) the Operating GP Company Operating Agreement will be have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iv) each of the Operating Partnership Agreement Subsidiaries Operative Documents will be have been duly authorized, executed and delivered by the Operating GP Company and the Partnership any other necessary parties, as applicable, and will be a valid and legally binding agreement of Operating GP and the Partnershiprespective parties, enforceable against Operating GP and the Partnership respective parties in accordance with its terms; (v) the General Partner LLC Omnibus Agreement will be duly authorized, executed and delivered by Martin LLC and will be a valid and legally binding agreement xx Xxrtin LLC enforceable against Martin LLC in accordance with xxx xerms; (vi) each of the Transaction Documents will be duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with its terms; (vii) the omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of MRMC, the General Partner, the Partnership and the Operating Partnership, and will be valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the motor carrier agreement (the "Motor Carrier Agreement") will be have been duly authorized, executed and delivered by each of the Partnership General Partner, the Partnership, the Operating Company and MTI, Global Petroleum [list other parties to the agreement] and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ixvi) the product supply agreement (the "Product Supply Agreement") Credit Agreement will be have been duly authorized, executed and delivered by each of the Partnership and MGS Entities and will be a valid and legally binding agreement of each of themthe Partnership Entities, enforceable against each of them the Partnership Entities, in accordance with its terms; (xvii) the marine fuel agreement (the "Marine Fuel Agreement") Contribution Documents and Conversion Documents will be have been duly authorized, executed and delivered by each of Global Petroleum, Montello Oil, Xxxxx Holdings, Xxxxx Holdings II, Sandwich Terminal, Chelsea Terminal and the Partnership and Midstream Entities party thereto and will be a valid and legally binding agreement agreements of each of themsuch parties thereto, enforceable against each of them such parties thereto in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal services agreement (the "Terminal Services Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (xv) the MLP Credit Agreement will be duly authorized, executed and delivered by the Partnership, the Operating Partnership and Operating GP and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its their respective terms; provided that, with respect to each agreement described in this Section 6(t), 1(s) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer moratorium and similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further, ; that the indemnity indemnity, contribution and contribution exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The General Partner Operating Agreement, the Partnership Agreement, the Martin LLC Operating Company Operating Agreement, the Operating GP AgreementSubsidiaries Operative Documents, in each case, as they may be amended or restated at or prior to the Operating Partnxxxxxx Agreement, the General Partner LLC Agreement, the Transaction DocumentsFirst Delivery Date, the Omnibus Agreement, the Motor Carrier Credit Agreement, the Product Supply Agreement, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Agreement Contribution Documents and the MLP Credit Agreement Conversion Documents are herein collectively referred to as the "Operative Agreements." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents."

Enforceability of Other Agreements. At or before the ClosingFirst Delivery Date: (i) the General Partner Operating Agreement will have been duly authorized, executed and delivered by CFSI LLC and will be a valid and legally binding agreement of CFSI LLC, enforceable against CFSI LLC in accordance with its terms; (ii) the Partnership Agreement will be have been duly authorized, executed and delivered by the General Partner and Martin LLC as the "Organizational Limited Partner," Partner (as defined in the Partnership Agreement) and will xx x be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin LLC Agreement will be duly authorized, executed and dxxxxxxed by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms; (iii) the Operating GP Company Operating Agreement will be have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iv) each of the Operating Partnership Agreement LLCs Operative Documents will be have been duly authorized, executed and delivered by the Operating GP Company, the other Operating LLCs and the Partnership any other necessary parties, as applicable, and will be a valid and legally binding agreement of Operating GP and the Partnershiprespective parties, enforceable against Operating GP and the Partnership respective parties in accordance with its terms; (v) the General Partner LLC Omnibus Agreement will be duly authorized, executed and delivered by Martin LLC and will be a valid and legally binding agreement xx Xxrtin LLC enforceable against Martin LLC in accordance with xxx xerms; (vi) each of the Transaction Documents will be duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with its terms; (vii) the omnibus agreement (the "Omnibus Agreement") will be have been duly authorized, executed and delivered by each of MRMC[describe MDC parties], the General Partner, the Partnership Partnership, CFSI LLC and the Operating Partnership, and will be valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the motor carrier agreement (the "Motor Carrier Agreement") will be duly authorized, executed and delivered by each of the Partnership and MTI, Company and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ixvi) the product supply agreement (the "Product Supply Agreement") Credit Agreement will be have been duly authorized, executed and delivered by each of the Partnership and MGS Operating Company and will be a valid and legally binding agreement of each of themthe Operating Company, enforceable against each of them the Operating Company in accordance with its terms; (xvii) the marine fuel agreement (Notes and the "Marine Fuel Agreement") will be duly authorized, executed and delivered by each of the Partnership and Midstream and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal services agreement (the "Terminal Services Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (xv) the MLP Credit Note Purchase Agreement will be have been duly authorized, executed and delivered by the Partnership, the Operating Partnership Company and the Operating GP Subsidiaries and will be a valid and legally binding agreement agreements of each of themthe Partnership, the Operating Company and the Operating Subsidiaries, enforceable against each of them the Partnership, the Operating Company and the Operating Subsidiaries in accordance with its their respective terms; (viii) each of the Contribution Documents, the Merger and Conversion Documents and the Contribution Agreement will have been duly authorized, executed and delivered by the StoneMor Entities party thereto and will be valid and legally binding agreements of the StoneMor Entities party thereto, enforceable against such parties in accordance with their respective terms; provided that, with respect to each agreement described in this Section 6(t1(w), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer moratorium and similar laws relating to or affecting creditors' ’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further, ; that the indemnity indemnity, contribution and contribution exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The General Partner Operating Agreement, the CFSI LLC Operating Agreement, the Cornerstone LLC Operating Agreement, the Partnership Agreement, the Martin LLC Operating Company Operating Agreement, the Operating GP AgreementLLCs Operative Documents, as the same may be amended or restated at or prior to the First Delivery Date, the Operating Partnxxxxxx Agreement, the General Partner LLC Agreement, the Transaction Contribution Documents, the Omnibus Agreement, the Motor Carrier Agreement, the Product Supply Agreement, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Agreement Merger and Conversion Documents and the MLP Credit Contribution Agreement are herein collectively referred to as the "“Operative Agreements." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents.”

Enforceability of Other Agreements. At or before the Closing: (i) the The Partnership Agreement will be has been duly authorized, executed and delivered by the General Partner and Martin LLC as the "Organizational Limited Partner," and will xx x is a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin LLC The Operating Company Agreement will be duly authorized, executed and dxxxxxxed by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms; (iii) the Operating GP Agreement will be has been duly authorized, executed and delivered by the Partnership and will be is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iviii) the Operating Partnership The OLP GP Agreement will be has been duly authorized, executed and delivered by the Operating GP Company and the Partnership and will be is a valid and legally binding agreement of the Operating GP and the PartnershipCompany, enforceable against the Operating GP Company in accordance with its terms; (iv) The General Partner Agreement has been duly authorized, executed and the Partnership delivered by Heritage, Gxxxx and Fxxxxxxxxx and is a valid and legally binding agreement of Heritage, Gxxxx and Fxxxxxxxxx, enforceable against Heritage, Gxxxx and Fxxxxxxxxx in accordance with its terms; (v) Each of the General Partner LLC Agreement will be Shreveport Subsidiary Agreements has been duly authorized, executed and delivered by Martin LLC Calumet Shreveport and will be is a valid and legally binding agreement xx Xxrtin LLC of Calumet Shreveport, enforceable against Martin LLC Calumet Shreveport in accordance with xxx xermsits terms; (vi) each of the Transaction Documents will be The Calumet Shreveport Agreement has been duly authorized, executed and delivered by the parties thereto Calumet and will be is valid and legally binding agreements of each of themCalumet, enforceable against each of them Calumet in accordance with its terms; (vii) the omnibus agreement (the "Omnibus Agreement") will be The Calumet Agreement has been duly authorized, executed and delivered by each of MRMC, the General Partner, the Partnership OLP GP and the Operating Partnership, Company and will be valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the motor carrier agreement (the "Motor Carrier Agreement") will be duly authorized, executed and delivered by each of the Partnership and MTI, and will be is a valid and legally binding agreement of each of themthe OLP GP and the Partnership, enforceable against each of them in accordance with its terms; (ix) the product supply agreement (OLP GP and the "Product Supply Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (x) the marine fuel agreement (the "Marine Fuel Agreement") will be duly authorized, executed and delivered by each of the Partnership and Midstream and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal services agreement (the "Terminal Services Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them Operating Company in accordance with its terms; and (xvviii) The Agreement with respect to the MLP Credit Agreement will be Sale of the Partnership Interests in Penreco, a Texas general partnership (“Penreco”), by and among ConocoPhillips Company and M.E. Zxxxxxxxx Specialty Oil Corporation and the Partnership, dated October 19, 2007, has been duly authorized, executed and delivered by the Partnership, the Operating Partnership and Operating GP and will be is a valid and legally binding agreement of each of themthe Partnership, enforceable against each of them the Partnership in accordance with its terms; provided that, with respect to each agreement described in this Section 6(t1(w), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer moratorium and similar laws relating to or affecting creditors' ’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided provided, further, that the indemnity and contribution provisions contained in any of such agreements therein may be limited by applicable laws and or public policy. The Partnership Agreement, the Martin LLC Agreement, the Operating GP Agreement, the Operating Partnxxxxxx Agreement, the General Partner LLC Agreement, the Transaction Documents, the Omnibus Agreement, the Motor Carrier Agreement, the Product Supply Agreement, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Agreement and the MLP Credit Agreement are herein collectively referred to as the "Operative Agreements." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents.

Enforceability of Other Agreements. At or before the ClosingFirst Delivery Date: (i) the General Partner Operating Agreement will have been duly authorized, executed and delivered by Global Petroleum, Montello Oil, Xxxxx Holdings and Xxxxx Holdings II and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ii) the Partnership Agreement will be have been duly authorized, executed and delivered by the General Partner and Martin LLC as the "Organizational Limited Partner," Partner (as defined in the Partnership Agreement) and will xx x be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin LLC Agreement will be duly authorized, executed and dxxxxxxed by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms; (iii) the Operating GP Company Operating Agreement will be have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iv) each of the Operating Partnership Agreement Subsidiaries Operative Documents will be have been duly authorized, executed and delivered by the Operating GP Company and the Partnership any other necessary parties, as applicable, and will be a valid and legally binding agreement of Operating GP and the Partnershiprespective parties, enforceable against Operating GP and the Partnership respective parties in accordance with its terms; (v) the General Partner LLC Omnibus Agreement will be duly authorized, executed and delivered by Martin LLC and will be a valid and legally binding agreement xx Xxrtin LLC enforceable against Martin LLC in accordance with xxx xerms; (vi) each of the Transaction Documents will be duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with its terms; (vii) the omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of MRMC, the General Partner, the Partnership and the Operating Partnership, and will be valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the motor carrier agreement (the "Motor Carrier Agreement") will be have been duly authorized, executed and delivered by each of the Partnership General Partner, the Partnership, the Operating Company and MTIGlobal Petroleum, Montello Oil, Global Revco Dock, L.L.C., Global Revco Terminal, L.L.C., Global South Terminal, L.L.C., Sandwich Terminal, Chelsea Terminal, Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx and Xxxx Xxxxxx will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ixvi) the product supply agreement (the "Product Supply Agreement") Credit Agreement will be have been duly authorized, executed and delivered by each of the Partnership and MGS Entities and will be a valid and legally binding agreement of each of themthe Partnership Entities, enforceable against each of them the Partnership Entities, in accordance with its terms; (xvii) the marine fuel agreement (the "Marine Fuel Agreement") Contribution Documents and Conversion Documents will be have been duly authorized, executed and delivered by each of Global Petroleum, Montello Oil, Xxxxx Holdings, Xxxxx Holdings II, Sandwich Terminal, Chelsea Terminal and the Partnership and Midstream Entities party thereto and will be a valid and legally binding agreement agreements of each of themsuch parties thereto, enforceable against each of them such parties thereto in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal services agreement (the "Terminal Services Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (xv) the MLP Credit Agreement will be duly authorized, executed and delivered by the Partnership, the Operating Partnership and Operating GP and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its their respective terms; provided that, with respect to each agreement described in this Section 6(t), 1(s) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer moratorium and similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further, ; that the indemnity indemnity, contribution and contribution exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The General Partner Operating Agreement, the Partnership Agreement, the Martin LLC Operating Company Operating Agreement, the Operating GP AgreementSubsidiaries Operative Documents, in each case, as they may be amended or restated at or prior to the Operating Partnxxxxxx Agreement, the General Partner LLC Agreement, the Transaction DocumentsFirst Delivery Date, the Omnibus Agreement, the Motor Carrier Credit Agreement, the Product Supply Agreement, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Agreement Contribution Documents and the MLP Credit Agreement Conversion Documents are herein collectively referred to as the "Operative Agreements." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents."

Enforceability of Other Agreements. At or before the Closing: (i) the The Partnership Agreement will be has been duly authorized, executed and delivered by the General Partner and Martin LLC as the "Organizational Limited Partner," and will xx x is a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin LLC The Operating Company Agreement will be duly authorized, executed and dxxxxxxed by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms; (iii) the Operating GP Agreement will be has been duly authorized, executed and delivered by the Partnership and will be is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iviii) the Operating Partnership The OLP GP Agreement will be has been duly authorized, executed and delivered by the Operating GP Company and the Partnership and will be is a valid and legally binding agreement of the Operating GP and the PartnershipCompany, enforceable against the Operating GP Company in accordance with its terms; (iv) The General Partner Agreement has been duly authorized, executed and the Partnership delivered by Heritage, Xxxxx and Xxxxxxxxxx and is a valid and legally binding agreement of Heritage, Xxxxx and Xxxxxxxxxx, enforceable against Heritage, Xxxxx and Xxxxxxxxxx in accordance with its terms; (v) Each of the General Partner LLC Agreement will be Shreveport Subsidiary Agreements has been duly authorized, executed and delivered by Martin LLC Calumet Shreveport and will be is a valid and legally binding agreement xx Xxrtin LLC of Calumet Shreveport, enforceable against Martin LLC Calumet Shreveport in accordance with xxx xermsits terms; (vi) each Each of the Transaction Documents will be Calumet Shreveport Agreement and the Calumet Penreco Agreement has been duly authorized, executed and delivered by the parties thereto Calumet and will be is valid and legally binding agreements of each of themCalumet, enforceable against each of them Calumet in accordance with its terms; (vii) the omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of MRMC, the General Partner, the Partnership and the Operating Partnership, and will be valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the motor carrier agreement (the "Motor Carrier Agreement") will be duly authorized, executed and delivered by each of the Partnership and MTI, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ix) the product supply agreement (the "Product Supply Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (x) the marine fuel agreement (the "Marine Fuel Agreement") will be duly authorized, executed and delivered by each of the Partnership and Midstream and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal services agreement (the "Terminal Services Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (xv) the MLP Credit The Calumet Agreement will be has been duly authorized, executed and delivered by the Partnership, OLP GP and the Operating Partnership Company and Operating GP and will be is a valid and legally binding agreement of each of themthe OLP GP and the Operating Company, enforceable against each of them the OLP GP and the Operating Company in accordance with its terms; and provided that, with respect to each agreement described in this Section 6(t1(x), the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer moratorium and similar laws relating to or affecting creditors' ’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”); and provided provided, further, that the indemnity and contribution provisions contained in any of such agreements therein may be limited by applicable laws and or public policy. The Partnership Agreement, the Martin LLC Agreement, the Operating GP Agreement, the Operating Partnxxxxxx Agreement, the General Partner LLC Agreement, the Transaction Documents, the Omnibus Agreement, the Motor Carrier Agreement, the Product Supply Agreement, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Agreement and the MLP Credit Agreement are herein collectively referred to as the "Operative Agreements." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents.

Enforceability of Other Agreements. At On or before the ClosingClosing Date: (i) the Partnership Agreement will be duly authorized, executed and delivered by the General Partner and Martin LLC Shipping Master as the "“Organizational Limited Partner," ” and will xx x be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin Operating Company LLC Agreement will be duly authorized, executed and dxxxxxxed by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms; (iii) the Operating GP Agreement will be duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iviii) the Operating Partnership Agreement Subsidiary LLC Agreements will each be duly authorized, executed and delivered by the Operating GP and the Partnership Company and will be a valid and legally binding agreement of the Operating GP and the PartnershipCompany, enforceable against the Operating GP and the Partnership Company in accordance with its terms; (v) the General Partner LLC Agreement will be duly authorized, executed and delivered by Martin LLC and will be a valid and legally binding agreement xx Xxrtin LLC enforceable against Martin LLC in accordance with xxx xerms; (viiv) each of the Transaction Contribution Documents will be duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with its terms; (vii) the omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of MRMC, the General Partner, the Partnership and the Operating Partnership, and will be valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the motor carrier agreement (the "Motor Carrier Agreement") will be duly authorized, executed and delivered by each of the Partnership and MTI, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ixv) the product supply agreement (the "Product Supply Agreement") Omnibus Agreement will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (x) the marine fuel agreement (the "Marine Fuel Agreement") will be duly authorized, executed and delivered by each of the Partnership and Midstream and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal services agreement (the "Terminal Services Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS parties thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (xvvi) the MLP Credit Contribution Agreement will be duly authorized, executed and delivered by the Partnership, the Operating Partnership and Operating GP parties thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided thatexcept, with respect to each agreement described in this Section 6(t1(w), the enforceability thereof as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer moratorium and other similar laws relating to or affecting creditors' ’ rights generally and by general 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 may be limited by applicable laws and public policy. The Partnership Agreement, the Martin LLC Agreement, the Operating GP Agreement, the Operating Partnxxxxxx Agreement, the General Partner LLC Agreement, the Transaction Documents, the Omnibus Agreement, the Motor Carrier Agreement, the Product Supply Agreement, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Agreement and the MLP Credit Agreement are herein collectively referred to as the "Operative Agreements." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents.

Enforceability of Other Agreements. At or before (a) The General Partner Operating Agreement has been duly authorized, executed and delivered by Xxxxx Holdings and Xxxxx Holdings II and, assuming due authorization, execution and delivery by each other party to the Closing:General Partner Operating Agreement, is a valid and legally binding agreement of Xxxxx Holdings and Xxxxx Holdings II, enforceable against each of them in accordance with its terms; (ib) the Partnership Agreement will be has been duly authorized, executed and delivered by the General Partner and, assuming due authorization execution and Martin LLC as delivery by the "Organizational Limited Partner," and will xx x Partner (as defined in the Partnership Agreement), is a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin LLC Agreement will be duly authorized, executed and dxxxxxxed by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms; (iiic) the Operating GP Company Operating Agreement will be has been duly authorized, executed and delivered by the Partnership and will be is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (ivd) the Operating Partnership Agreement will be Subsidiaries Operative Documents have been duly authorized, executed and delivered by the Operating GP Company and the Partnership any other necessary parties, as applicable, and will be is a valid and legally binding agreement of Operating GP and the Partnershiprespective parties, enforceable against Operating GP and the Partnership respective parties in accordance with its terms; (ve) the General Partner LLC Omnibus Agreement will be duly authorized, executed and delivered by Martin LLC and will be a valid and legally binding agreement xx Xxrtin LLC enforceable against Martin LLC in accordance with xxx xerms; (vi) each of the Transaction Documents will be duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with its terms; (vii) the omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of MRMC, the General Partner, the Partnership and the Operating Partnership, and will be valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the motor carrier agreement (the "Motor Carrier Agreement") will be has been duly authorized, executed and delivered by each of the General Partner, the Partnership and MTIthe Operating Company and, assuming due authorization, execution and will be delivery by Global Petroleum [list other parties] is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ixf) the product supply agreement (the "Product Supply Agreement") will be Credit Agreement have been duly authorized, executed and delivered by each of the Partnership Entities and, assuming due authorization, execution and MGS and will be delivery by the other parties thereto, is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (x) the marine fuel agreement (the "Marine Fuel Agreement") will be duly authorized, executed and delivered by each of the Partnership and Midstream and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal services agreement (the "Terminal Services Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of themEntities, enforceable against each of them in accordance with its terms; and (xvg) the MLP Credit Agreement will be Contribution Documents and Conversion Documents have been duly authorized, executed and delivered by Xxxxx Holdings, Xxxxx Holdings II and the PartnershipPartnership Entities that are parties thereto and, assuming due authorization, execution and delivery by the other parties thereto, the Operating Partnership Contribution Documents that are governed by Delaware or New York law and Operating GP and will be a the Conversion Documents are valid and legally binding agreement obligations of Xxxxx Holdings, Xxxxx Holdings II and each of themthe Partnership Entities, enforceable against each of them in accordance with its their terms; provided that, with respect to each agreement described in this Section 6(t)paragraph 16, the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer moratorium and similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); ) and provided further(B) public policy, that the indemnity applicable law relating to fiduciary duties and indemnification and contribution provisions contained in any and an implied covenant of such agreements may be limited by applicable laws good faith and public policy. The Partnership Agreement, the Martin LLC Agreement, the Operating GP Agreement, the Operating Partnxxxxxx Agreement, the General Partner LLC Agreement, the Transaction Documents, the Omnibus Agreement, the Motor Carrier Agreement, the Product Supply Agreement, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Agreement and the MLP Credit Agreement are herein collectively referred to as the "Operative Agreementsfair dealing." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents.

Enforceability of Other Agreements. At or before the Closing: (i) the Partnership The GP LLC Agreement will be has been duly authorized, executed and delivered by the General Partner GP Members, and Martin LLC as is a valid and legally binding agreement of each of the "Organizational Limited Partner," GP Members, enforceable against each of them in accordance with its terms. (ii) The Partnership Agreement has been duly authorized, executed and will xx x delivered and is a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the Martin LLC Agreement will be duly authorized, executed and dxxxxxxed by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms;. (iii) the Operating The OLP GP LLC Agreement will be has been duly authorized, executed and delivered by the Partnership Partnership, and will be is a valid and legally binding agreement of the Partnership, enforceable against the Partnership it in accordance with its terms;. (iv) the The Operating Partnership Agreement will be has been duly authorized, executed and delivered by Operating the OLP GP and the Partnership Partnership, and will be is a valid and legally binding agreement of Operating the OLP GP and the Partnership, enforceable against Operating the OLP GP and the Partnership in accordance with its terms;. (v) the General Partner The Operating GP LLC Agreement will be duly authorized, executed and delivered by Martin LLC and will be a valid and legally binding agreement xx Xxrtin LLC enforceable against Martin LLC in accordance with xxx xerms; (vi) each of the Transaction Documents will be has been duly authorized, executed and delivered by the parties thereto Operating Partnership, and will be is a valid and legally binding agreements agreement of each the Operating Partnership, enforceable against it in accordance with its terms. (vi) Each of themthe 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 omnibus agreement (the "Omnibus Agreement") will be 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 the Sunoco Pipeline LP, enforceable against it in accordance with its terms. (viii) The limited liability company agreement of Eagle Point LLC has been duly authorized, executed and delivered by Sunoco M&T LP and is a valid and legally binding agreement of the Sunoco M&T LP, enforceable against it in accordance with its terms. (ix) The Terminals Purchase Agreement has been duly authorized, executed and delivered by Sunoco M&T LP and is a valid and legally binding agreement of the Sunoco M&T LP, enforceable against it in accordance with its terms. (x) The Eagle Point Transaction Documents have been duly authorized, executed and delivered by the Partnership Entities party thereto and are valid and legally binding agreements of each such Partnership Entity, enforceable against each of MRMCthem in accordance with their terms. (xi) The Redemption Agreement has been duly authorized, the General Partner, executed and delivered by the Partnership and the Operating Partnership, General Partner and will be is a valid and legally binding agreement of each of themthe Partnership and the General Partner, enforceable against each of them in accordance with its terms; (viii) the motor carrier agreement (the "Motor Carrier Agreement") will be duly authorized, executed and delivered by each of the Partnership and MTI, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ix) the product supply agreement (the "Product Supply Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (x) the marine fuel agreement (the "Marine Fuel Agreement") will be duly authorized, executed and delivered by each of the Partnership and Midstream and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xi) the product storage agreement (the "Product Storage Agreement") will be duly authorized, executed and delivered by each of the Partnership and Martin Underground Storage, Inc. and will be a valid and legxxxx xinding agreement of each of them, enforceable against each of them in accordance with its terms; (xii) the terminal services agreement (the "Terminal Services Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiii) the contract for marine transportation (the "Marine Transportation Agreement") will be duly authorized, executed and delivered by each of the Partnership and MRMC and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (xiv) the throughput agreement (the "Throughput Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (xv) the MLP Credit Agreement will be duly authorized, executed and delivered by the Partnership, the Operating Partnership and Operating GP and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; . provided that, with respect to each agreement described in this Section 6(t)above, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer moratorium and similar laws relating to or affecting creditors' ’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided provided, further, that the indemnity and contribution provisions contained in any of such agreements may be limited by applicable laws and public policy. The Partnership Agreement, the Martin LLC Agreement, the Operating GP Agreement, the Operating Partnxxxxxx Agreement, the General Partner LLC Agreement, the Transaction Documents, the Omnibus Agreement, the Motor Carrier Agreement, the Product Supply Agreement, the Marine Fuel Agreement, the Product Storage Agreement, the Terminal Services Agreement, the Marine Transportation Agreement, the Throughput Agreement and the MLP Credit Agreement are herein collectively referred to as the "Operative Agreementsfederal or state securities laws." (u) Sufficiency of Transferred Assets Under the Transaction Documents. The Transaction Documents will be legally sufficient to transfer or convey to the Operating Partnership all properties not already held by it that are, individually or in the aggregate, required to enable the Operating Partnership to conduct its operations in all material respects as contemplated by the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Documents, the Permitted Liens and those set forth in the Prospectus. The Operating Partnership, upon execution and delivery of the Transaction Documents and the filing of related articles of merger, certificates of merger and articles of conversion with the applicable governmental authorities, will succeed in all material respects to the business, assets, properties, liabilities and operations of the MRMC Business, except as disclosed in the Prospectus and the Transaction Documents.