Common use of Organization, General Authority and Standing Clause in Contracts

Organization, General Authority and Standing. Parent is a corporation validly existing and in good standing under the Laws of the State of Delaware, and Merger Sub is a limited liability company validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 6.1 of the Parent Disclosure Schedules sets forth a true and complete list of Parent’s Subsidiaries and Parent’s ownership interest in each such Subsidiary. Each of Parent’s Subsidiaries (i) is a limited partnership, corporation or limited liability company, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of organization, (ii) has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (iii) is duly licensed or qualified to do business and in good standing to do business as a foreign limited partnership, corporation or limited liability company, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such licensing or qualification necessary, except in each case of clauses (i) through (iii) as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Partnership true and complete copies of the Parent Certificate of Incorporation and Parent Bylaws (the “Parent Organizational Documents”), the certificate of limited partnership of NGLS and the First Amended and Restated Operating Agreement of NGLS, dated as of February 16, 2007, as amended (the “NGLS Partnership Agreement”).

Organization, General Authority and Standing. Parent is a corporation validly existing and in good standing under the Laws of the State of Delaware, and Merger Sub The Partnership is a limited liability company partnership validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub The Partnership has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. Section 6.1 5.1 of the Parent Partnership Disclosure Schedules Schedule sets forth a true and complete list of Parent’s Subsidiaries the Retained Companies (other than the Partnership), the Spin-Off Companies and Parentthe Partnership’s ownership interest in each such SubsidiaryRetained Company (other than the Partnership). Each of Parentthe Partnership’s Subsidiaries (ia) is a limited partnership, corporation or limited liability company, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of organization, (iib) has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (iiic) is duly licensed or qualified to do business and in good standing to do business as a foreign limited partnership, corporation or limited liability company, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such licensing or qualification necessary, except in each case of clauses (ia) through (iii) c), as would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. Parent The Partnership has made available to the Partnership Parent true and complete copies of the Parent Partnership Certificate of Incorporation Limited Partnership, the Existing Partnership Agreement, the Partnership GP Agreement and Parent Bylaws the Partnership GP Certificate of Formation (the “Parent Partnership Organizational Documents”), the certificate of limited partnership of NGLS and APL, the First Second Amended and Restated Operating Agreement of NGLS, Limited Partnership of APL dated as of February 16March 9, 20072004, as amended (the “NGLS APL Partnership Agreement”) and true and complete copies of the certificates of formation and limited liability company agreements (or comparable organizational documents) of each of the other Midstream Companies (other than APL’s Subsidiaries) (collectively, the “Partnership Subsidiary Documents”), in each case as amended to the date of this Agreement. All such Partnership Organizational Documents and Partnership Subsidiary Documents are in full force and effect and the Partnership and its Subsidiaries are not in violation of any of their provisions in any material respect.

Organization, General Authority and Standing. Parent is a corporation validly existing and in good standing under the Laws Each of the State of Delaware, and Merger Sub Partnership Entities is a limited liability company validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 6.1 of the Parent Disclosure Schedules sets forth a true and complete list of Parent’s Subsidiaries and Parent’s ownership interest in each such Subsidiary. Each of Parent’s Subsidiaries (i) is a limited partnership, corporation partnership or limited liability company, as the case may be, validly existing and in good standing under the Laws of its jurisdiction the State of organization, (ii) has Delaware. Section 4.1 of the Partnership Disclosure Schedule sets forth a true and complete list of the respective Subsidiaries of the Partnership and the Partnership GP. The Partnership Entities have all requisite power and authority to own, lease and operate its their respective properties and assets and to carry on its business their respective businesses as presently conducted and (iii) is each are duly licensed or qualified to do business and in good standing to do business as a foreign limited partnership, corporation or limited liability company, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such licensing or qualification necessary, except in each case of clauses (i) through (iii) as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. Parent Each of the Partnership’s Included Subsidiaries is (a) a limited partnership, corporation or limited liability company, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of organization, (b) has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (c) duly licensed or qualified to do business and in good standing to do business as a foreign limited partnership, corporation or limited liability company, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such licensing or qualification necessary, except in the case of clauses (b) and (c), such jurisdictions where the failure to be so licensed, qualified or in good standing, has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect. Copies of the Organizational Documents of each Partnership Entity and its Included Subsidiaries, as in effect as of the date hereof, have been made available to the Partnership true Parent and complete copies such Organizational Documents are in full force and effect as of the Parent Certificate date hereof. Neither Partnership Entity nor any of Incorporation and Parent Bylaws (the “Parent its Included Subsidiaries is in violation of its respective Organizational Documents”), the certificate of limited partnership of NGLS and the First Amended and Restated Operating Agreement of NGLS, dated as of February 16, 2007, as amended (the “NGLS Partnership Agreement”).. LA\4224998.8 US 3682459v.19

Organization, General Authority and Standing. Parent (a) The Partnership is a corporation limited partnership validly existing and in good standing under the Laws of the State of Delaware, Delaware and Merger Sub is a limited liability company validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 6.1 5.1(a) of the Parent Partnership Disclosure Schedules Letter sets forth a true and complete list of Parentthe Partnership’s Subsidiaries and Parent’s ownership interest in each such SubsidiarySubsidiaries. Each of Parentthe Partnership’s Subsidiaries (i) is a limited partnership, corporation or limited liability company, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of organization, (ii) has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (iii) is duly licensed or qualified to do business and in good standing to do business as a foreign limited partnership, corporation or limited liability company, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such licensing or qualification necessary, except in each the case of clauses (iii) through and (iii) ), as would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. Parent The Partnership has made available to the Partnership Parent true and complete copies of the Parent Partnership Certificate of Incorporation Limited Partnership and Parent Bylaws the Existing Partnership Agreement (the “Parent Partnership Organizational Documents”), and true and complete copies of the certificate certificates of formation and limited partnership liability company agreements (or comparable governing documents) of NGLS and each of the First Amended and Restated Operating Agreement of NGLS, dated as of February 16, 2007, as amended Partnership’s Subsidiaries (the “NGLS Partnership AgreementSubsidiary Documents”), in each case as amended to the date of this Agreement. All such Partnership Organizational Documents and Partnership Subsidiary Documents are in full force and effect and the Partnership and its Subsidiaries are not in violation of any of their provisions in any material respect. (b) Each of MGP and EGP is a corporation validly existing and in good standing under the Laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Except for the Partnership, each of MGP and EGP do not have any direct Subsidiaries. Each of MGP and EGP has made available to Parent true and complete copies of their respective governing documents, in each case as amended to the date of this Agreement. All such governing documents are in full force and effect, and MGP and EGP are not in material violation of any of their provisions.

Organization, General Authority and Standing. Parent is a corporation validly existing and in good standing under the Laws Each of the State of Delaware, and Merger Sub Partnership Entities is a limited liability company validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 6.1 of the Parent Disclosure Schedules sets forth a true and complete list of Parent’s Subsidiaries and Parent’s ownership interest in each such Subsidiary. Each of Parent’s Subsidiaries (i) is a limited partnership, corporation partnership or limited liability company, as the case may be, validly existing and in good standing under the Laws of its jurisdiction the State of organization, (ii) has Delaware. Section 4.1 of the Partnership Disclosure Schedule sets forth a true and complete list of the respective Subsidiaries of the Partnership and the Partnership GP. The Partnership Entities have all requisite power and authority to own, lease and operate its their respective properties and assets and to carry on its business their respective businesses as presently conducted and (iii) is each are duly licensed or qualified to do business and in good standing to do business as a foreign limited partnership, corporation or limited liability company, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such licensing or qualification necessary, except in each case of clauses (i) through (iii) as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. Parent Each of the Partnership’s Included Subsidiaries is (a) a limited partnership, corporation or limited liability company, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of organization, (b) has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (c) duly licensed or qualified to do business and in good standing to do business as a foreign limited partnership, corporation or limited liability company, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such licensing or qualification necessary, except in the case of clauses (b) and (c), such jurisdictions where the failure to be so licensed, qualified or in good standing, has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect. Copies of the Organizational Documents of each Partnership Entity and its Included Subsidiaries, as in effect as of the date hereof, have been made available to the Partnership true Parent and complete copies such Organizational Documents are in full force and effect as of the Parent Certificate date hereof. Neither Partnership Entity nor any of Incorporation and Parent Bylaws (the “Parent its Included Subsidiaries is in violation of its respective Organizational Documents”), the certificate of limited partnership of NGLS and the First Amended and Restated Operating Agreement of NGLS, dated as of February 16, 2007, as amended (the “NGLS Partnership Agreement”).. LA\4224998.8 US 3682459v.19