Common use of Formation, Good Standing and Qualification Clause in Contracts

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Transportation, Atlantic Holdings and Atlantic Holdings GP. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this Agreement, and to perform its obligations under this Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), the General Partner, MainLine GP, MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGH, the General Partner, MainLine GP, MainLine L.P. and the Operating Partnerships, the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Services and Transportation, Atlantic Holdings and Atlantic Holdings GP. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), and Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business its business, in each case, in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this AgreementAgreement on behalf of itself and on behalf of the Partnership, as the general partner thereof, and to perform its obligations under this Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), the General Partner, MainLine GP, Inc., a Delaware corporation (“MainLine GP”), MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGH, the General Partner, MainLine GP, MainLine L.P. and the Operating Partnerships, the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Transportation, Atlantic Holdings and Holdings, Atlantic Holdings GPGP and Buckeye Tank Terminals LLC. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), and Buckeye Tank Terminals LLC, a Delaware limited liability company (“Tank Terminals”), has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this Agreement, and to perform its obligations under this Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), the General Partner, MainLine GP, MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGH, the General Partner, MainLine GP, MainLine L.P. and the Operating Partnerships, the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Transportation, Atlantic Holdings GP and Atlantic Holdings GPPerth Amboy Terminal LLC. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines ) and Perth Amboy Terminal LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this Agreement, and to perform its obligations under this Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGHGP Holdings”), the General Partner, MainLine GP, MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGHGP Holdings, the General Partner, MainLine GP, GP and MainLine L.P. and the Operating PartnershipsL.P., the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Services and Transportation, Atlantic Holdings and Atlantic Holdings GP. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), and Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business its business, in each case, in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this Agreement, Agreement and to perform its obligations under this Agreement; Agreement and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), the General Partner, MainLine GP, Inc., a Delaware corporation (“MainLine GP”), MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGH, the General Partner, MainLine GP, MainLine L.P. and the Operating Partnerships, the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Transportation, Atlantic Holdings GP and Atlantic Holdings GPPerth Amboy Terminal LLC. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines and Perth Amboy Terminal LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this Agreement, and to perform its obligations under this Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGHGP Holdings”), the General Partner, MainLine GP, MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGHGP Holdings, the General Partner, MainLine GP, GP and MainLine L.P. and the Operating PartnershipsL.P., the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Transportation, Atlantic Holdings GP and Atlantic Holdings GPPerth Amboy Terminal LLC. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines ) and Perth Amboy Terminal LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this Agreement, and to perform its obligations under this Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGHGP Holdings”), the General Partner, MainLine GP, MainLine L.P., a Delaware limited partnership (“MainLine L.P.”)partnership, the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGHGP Holdings, the General Partner, MainLine GP, GP and MainLine L.P. and the Operating PartnershipsL.P., the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Transportation, Atlantic Holdings Transportation and Atlantic Holdings GPHoldings. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), ) has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this Agreement, and to perform its obligations under this Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), the General Partner, MainLine GP, MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGH, the General Partner, MainLine GP, MainLine L.P. and the Operating Partnerships, the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Transportation, NGL, Energy Holdings, Holdings and Buckeye Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Transportation, Atlantic Holdings and Atlantic Holdings GP. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), Buckeye Atlantic NGL Pipe Lines LLC, a Delaware limited liability company (“NGL”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Atlantic Energy Holdings”), and Buckeye Atlantic Holdings GP Gas Storage LLC, a Delaware limited liability company (“Atlantic Holdings GPBuckeye Gas Storage”), has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delawarejurisdiction in which it is organized, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business its business, in each case, in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this Agreement, the Base Indenture, the Fifth Supplemental Indenture and the Notes on behalf of itself and on behalf of the Partnership, as the general partner thereof, and to perform its obligations under this Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 IV attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), the General Partner, MainLine GP, Inc., a Delaware corporation (“MainLine GP”), MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below), the LP Subsidiaries (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGH, the General Partner, MainLine GP, MainLine L.P. L.P., the OperatingPartnerships and the Operating PartnershipsLP Subsidiaries, the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Transportation, Atlantic Holdings Transportation and Atlantic Holdings GPNGL. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), ) and Buckeye Atlantic Holdings NGL Pipe Lines LLC, a Delaware limited liability company (“Atlantic HoldingsNGL”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), ) has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delawarejurisdiction in which it is organized, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s its business in each case, in all material respects as described in the Pricing Disclosure Package Time of Sale Prospectus and, with respect to the General Partner, to act as the general partner of the Partnership, Partnership and to execute and deliver this AgreementAgreement on behalf of itself and on behalf of the Partnership, as the general partner thereof, and to perform its obligations under this the Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, of each jurisdiction listed across from each such entity’s name on Schedule 3 attached heretoAnnex A, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registrationqualification, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), the General Partner, MainLine GP, MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below), the LP Subsidiaries (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGH, the General Partner, MainLine GPL.P., MainLine L.P. the Operating Partnerships and the Operating PartnershipsLP Subsidiaries, the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package Time of Sale Prospectus (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Transportation, Atlantic Holdings GP and Atlantic Holdings GPPerth Amboy Terminal LLC. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines ) and Perth Amboy Terminal LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this Agreement, and to perform its obligations under this Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGHGP Holdings”), the General Partner, MainLine GP, MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGHGP Holdings, the General Partner, MainLine GP, GP and MainLine L.P. and the Operating PartnershipsL.P., the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy ServicesFarm & Home, Transportation, Atlantic Holdings BGC I and Atlantic Holdings GPBGC II. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Farm & Home Oil Company LLC, a Pennsylvania limited liability company (“Farm & Home”), Buckeye Energy Services Gulf Coast Holdings I, LLC, a Delaware limited liability company (“Energy ServicesBGC I”), and Buckeye Pipe Line Transportation Gulf Coast Holdings II, LLC, a Delaware limited liability company (“Transportation”), Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GPBGC II”), has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delawarejurisdiction in which it is organized, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business its business, in each case, in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this AgreementAgreement on behalf of itself and on behalf of the Partnership, as the general partner thereof, and to perform its obligations under this Agreement; and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), the General Partner, MainLine GP, Inc., a Delaware corporation (“MainLine GP”), MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGH, the General Partner, MainLine GP, MainLine L.P. and the Operating Partnerships, the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).

Formation, Good Standing and Qualification. of the General Partner, Mainline GP, Wood River, Energy Holdings, Gas Storage, Buckeye Terminals, Lodi Gas, Energy Services, Transportation, Atlantic Holdings Transportation and Atlantic Holdings GPHoldings. Each of the General Partner, MainLine GP, LLC, a Delaware limited liability company (“MainLine GP”), Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), Buckeye Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), Buckeye Gas Storage LLC, a Delaware limited liability company (“Gas Storage”), Buckeye Terminals, LLC, a Delaware limited liability company (“Buckeye Terminals”), Lodi Gas Storage, L.L.C., a Delaware limited liability company (“Lodi Gas”), Buckeye Energy Services LLC, a Delaware limited liability company (“Energy Services”), Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and Buckeye Atlantic Holdings LLC, a Delaware limited liability company (“Atlantic Holdings”), and Buckeye Atlantic Holdings GP LLC, a Delaware limited liability company (“Atlantic Holdings GP”), ) has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct the Partnership’s business in all material respects as described in the Pricing Disclosure Package and, with respect to the General Partner, to act as the general partner of the Partnership, to execute and deliver this Agreement, Agreement and to perform its obligations under this Agreement; Agreement and each is duly qualified or registered to do business as a foreign limited liability company in, and is in good standing under the laws of, each jurisdiction listed across from each such entity’s name on Schedule 3 attached hereto, such jurisdictions being the only jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership, Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), the General Partner, MainLine GP, MainLine L.P., a Delaware limited partnership (“MainLine L.P.”), the Operating Partnerships (as defined below) and the Partnership’s other direct and indirect wholly-owned subsidiaries (collectively with the Partnership, BGH, the General Partner, MainLine GP, MainLine L.P. and the Operating Partnerships, the “Partnership Entities”), taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) subject the Partnership or the limited partners of the Partnership to any material liability or disability, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package (exclusive of any supplement thereto) ((i) or (ii) a “Material Adverse Effect”).