Common use of Power and Authority; Enforceability Clause in Contracts

Power and Authority; Enforceability. Each of the ETE Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each of the Transaction Documents, to the extent it is a party thereto, and consummate the transactions contemplated by the Transaction Documents to which it is a party. The execution and delivery by the ETE Parties of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all requisite limited partnership or limited liability company action, as applicable, on the part of the ETE Parties party thereto and no further consent, approval or action is required by or from ETE, the board of directors of ETE’s general partner, ETE’s unitholders, any of ETE’s creditors or ETE Holdings in connection with the transactions contemplated hereby or thereby. Assuming this Agreement has been duly authorized, executed and delivered by ETP, this Agreement constitutes a legal, valid and binding obligation of the ETE Parties, enforceable against the ETE Parties in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”). On the Closing Date, assuming the Unitholders Agreement has been duly authorized, executed and delivered by ETP, the Unitholders Agreement will constitute a legal, valid and binding obligation of the ETE Parties, enforceable against the ETE Parties in accordance with its terms, subject to the Enforceability Exceptions. On the Closing Date, assuming the Amended Sunoco GP LLC Agreement has been duly authorized, executed and delivered by ETP and the Charter Amendment has been duly authorized and executed by ETP and filed by ETP with the Department of State of the Commonwealth of Pennsylvania, the Amended Sunoco GP LLC Agreement will constitute a legal, valid and binding obligation of ETE Holdings, enforceable against ETE Holdings in accordance with its terms, subject to the Enforceability Exceptions.

Power and Authority; Enforceability. Each of the ETE Parties (a) The Company has full limited partnership or limited liability company all requisite corporate power and authorityauthority to execute, as applicable, deliver and perform its obligations under this Agreement and to execute engage in and deliver each of perform the Transaction Documents, to Transactions. This Agreement and the extent it is a party thereto, Transactions have been duly and consummate the transactions contemplated validly authorized by the Transaction Documents to which it is a party. The Company and, when executed and delivered in accordance with its terms (assuming the due authorization, execution and delivery by the ETE Parties of the Transaction Documents and the consummation of the transactions contemplated thereby Purchaser), this Agreement will have been duly authorized by all requisite limited partnership or limited liability company action, as applicable, on the part of the ETE Parties party thereto and no further consent, approval or action is required by or from ETE, the board of directors of ETE’s general partner, ETE’s unitholders, any of ETE’s creditors or ETE Holdings in connection with the transactions contemplated hereby or thereby. Assuming this Agreement has been duly authorized, executed and delivered by ETP, this Agreement constitutes and will constitute a legal, valid and legally binding obligation agreement of the ETE PartiesCompany, enforceable against the ETE Parties Company in accordance with its terms, except that the enforcement thereof may be subject to (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other Laws of general application affecting enforcement of similar laws now or hereafter in effect relating to creditors’ ' rights generally and (ii) as limited by Laws relating general principles of equity and the discretion of the court before which any proceeding therefor may be brought (regardless of whether such enforcement is considered in a proceeding in equity or at law). (b) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”)Shareholders Agreement. On the Closing Date, assuming the Unitholders The Shareholders Agreement has been duly authorizedand validly authorized by the Company and, when executed and delivered by ETPthe Company (assuming due authorization, execution and delivery by the Unitholders Agreement Purchaser), will have been duly executed and delivered and will constitute a legal, valid and legally binding obligation agreement of the ETE PartiesCompany, enforceable against the ETE Parties Company in accordance with its terms, except that (i) the enforcement thereof may be subject to the Enforceability Exceptions. On the Closing Date(A) bankruptcy, assuming the Amended Sunoco GP LLC Agreement has been duly authorizedinsolvency, executed reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and delivered by ETP (B) general principles of equity and the Charter Amendment has been duly authorized and executed by ETP and filed by ETP with the Department of State discretion of the Commonwealth court before which any proceeding therefor may be brought (regardless of Pennsylvania, the Amended Sunoco GP LLC Agreement will constitute whether such enforcement is considered in a legal, valid proceeding in equity or at law) and binding obligation of ETE Holdings, enforceable against ETE Holdings in accordance with its terms, subject (ii) any rights to the Enforceability Exceptionsindemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations.

Power and Authority; Enforceability. Each of the ETE Parties The Internalization Subs, GNL, GNL OP, RTL and RTL OP each has full limited partnership or all requisite limited liability company and corporate power and authority, as applicable, authority to execute enter into this Agreement and deliver each of the Transaction Documents, to the extent it is a party thereto, and consummate the transactions contemplated by the other Transaction Documents to which it is a partyparty and to consummate the transactions contemplated hereby or thereby (including without limitation, the consummation of the applicable Internalization Merger and the issuance of the applicable Share Consideration). The execution and delivery of each of this Agreement and the other Transaction Documents by the ETE Parties Internalization Subs, GNL, GNL OP, RTL and RTL OP and the consummation by the Internalization Subs, GNL, GNL OP, RTL and RTL OP of the Transaction Documents transactions contemplated hereby and thereby (including without limitation, the consummation of the transactions contemplated thereby applicable Internalization Merger and the issuance of the applicable Share Consideration) have been duly authorized by all requisite limited partnership or limited liability company action, as applicable, action on the part of the ETE Parties party thereto Internalization Subs, GNL, GNL OP, RTL and no further consentRTL OP. This Agreement and each of the other Transaction Documents has been, approval or action is required by or from ETEupon execution and delivery will be, the board of directors of ETE’s general partner, ETE’s unitholders, any of ETE’s creditors or ETE Holdings in connection with the transactions contemplated hereby or thereby. Assuming this Agreement has been duly authorized, executed and delivered by ETPthe Internalization Subs, this Agreement constitutes a legalGNL, GNL OP, RTL and RTL OP, as applicable, and constitute, or upon execution and delivery will constitute, the valid and binding obligation obligations of the ETE PartiesInternalization Subs, GNL, GNL OP, RTL and RTL OP, as applicable, enforceable in each case against the ETE Parties Internalization Subs, GNL, GNL OP, RTL and RTL OP in accordance with its their terms, except (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general application affecting enforcement of creditors’ rights generally and remedies generally, and to general principles of equity (ii) as limited by Laws relating to the availability regardless of specific performance, injunctive relief whether enforcement is sought in a proceeding at law or other equitable remedies (the “Enforceability Exceptions”in equity). On the Closing Date, assuming the Unitholders Agreement has been duly authorized, executed and delivered by ETP, the Unitholders Agreement will constitute a legal, valid and binding obligation of the ETE Parties, enforceable against the ETE Parties in accordance with its terms, subject to the Enforceability Exceptions. On the Closing Date, assuming the Amended Sunoco GP LLC Agreement has been duly authorized, executed and delivered by ETP and the Charter Amendment has been duly authorized and executed by ETP and filed by ETP with the Department of State of the Commonwealth of Pennsylvania, the Amended Sunoco GP LLC Agreement will constitute a legal, valid and binding obligation of ETE Holdings, enforceable against ETE Holdings in accordance with its terms, subject to the Enforceability Exceptions.

Power and Authority; Enforceability. Each of the ETE Parties has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver each of the Transaction Documents, to the extent it is a party thereto, and consummate the transactions contemplated by the Transaction Documents to which it is a party, and consummate the transactions contemplated thereby. The execution and delivery by the ETE Parties of the Transaction Documents to which it is a party and the consummation by ETE of the transactions contemplated thereby have been duly authorized by all requisite limited partnership or limited liability company action, as applicable, action on the part of the ETE Parties party thereto and no further consent, approval or action is required by or from ETE, the board of directors of ETE’s general partner, partner or ETE’s unitholders, any of ETE’s creditors or ETE Holdings unitholders in connection with the transactions contemplated hereby thereby. The execution and delivery by the General Partner of the Partnership Agreement Amendment has been duly authorized by all requisite limited partnership action on the part of ETE, as the sole member of the general partner of the General Partner, and no further consent, approval or action is required by or from ETE, the board of directors of ETE’s general partner or ETE’s unitholders in connection with the transactions contemplated thereby. Assuming this Agreement has been duly authorized, executed and delivered by ETP, this Agreement constitutes a legal, valid and binding obligation of the ETE PartiesETE, enforceable against the ETE Parties in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”). On the Closing Date, assuming the Unitholders Agreement has SSA Amendment and the Assignment have been duly authorized, executed and delivered by ETP, each of the Unitholders Agreement SSA Amendment and the Assignment will constitute a legal, valid and binding obligation obligations of the ETE Parties, enforceable against the ETE Parties in accordance with its terms, subject to the Enforceability Exceptions. On the Closing Date, assuming the Amended Sunoco GP LLC Agreement has been duly authorized, executed and delivered by ETP and the Charter Amendment has been duly authorized and executed by ETP and filed by ETP with the Department of State of the Commonwealth of Pennsylvania, the Amended Sunoco GP LLC Agreement will constitute a legal, valid and binding obligation of ETE HoldingsETE, enforceable against ETE Holdings in accordance with its terms, subject to the Enforceability Exceptions.

Power and Authority; Enforceability. Each of The Company has the ETE Parties has full limited partnership or limited liability company corporate power and authority, as applicable, authority to execute and deliver this Agreement and each of the Transaction Documents, Ancillary Documents and to the extent it is a party thereto, and consummate the transactions contemplated Transactions. Except for the adoption and approval by the Transaction Documents to which it is a party. The execution and delivery by the ETE Parties Company Stockholders of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby Transactions, the execution and delivery of this Agreement and the consummation of the Transactions have been duly authorized by all requisite limited partnership or limited liability company action, as applicable, necessary corporate action on the part of the ETE Parties party thereto Company. Without limiting the foregoing, at a meeting of the Company Board duly convened and no further consent, approval or action is required by or from ETEheld prior to the execution of this Agreement, the board execution, delivery and performance of directors this Agreement and the Ancillary Documents by the Company, and the consummation by it of ETE’s general partnerthe Transactions, ETE’s unitholdershave been duly authorized and approved by the Company Board, any and the Company Board has determined that the Merger is fair to and in the best interests of ETE’s creditors the Company Stockholders, declared that the Merger is advisable and recommended the approval of the Merger and this Agreement by the Company Stockholders (such recommendation, the “Company Recommendation”). This Agreement has been (and each of the Ancillary Documents to which the Company is or ETE Holdings in connection with will be a party has been or will be, as applicable) duly executed and delivered by the transactions contemplated hereby or thereby. Assuming Company and constitute a valid, legal and binding agreement of the Company (assuming that this Agreement has been and the Ancillary Documents to which the Company is or will be a party have been or will be, as applicable, duly and validly authorized, executed and delivered by ETPthe other Persons party thereto), this Agreement constitutes a legal, valid and binding obligation of the ETE Parties, each enforceable against the ETE Parties Company in accordance with its their terms, except (i) as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other Laws of general application affecting the enforcement of creditors’ rights generally and (ii) as limited by Laws relating to that the availability of equitable remedies, including specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”). On the Closing Date, assuming the Unitholders Agreement has been duly authorized, executed and delivered by ETP, the Unitholders Agreement will constitute a legal, valid and binding obligation of the ETE Parties, enforceable against the ETE Parties in accordance with its terms, is subject to the Enforceability Exceptions. On the Closing Date, assuming the Amended Sunoco GP LLC Agreement has been duly authorized, executed and delivered by ETP and the Charter Amendment has been duly authorized and executed by ETP and filed by ETP with the Department of State discretion of the Commonwealth of Pennsylvania, the Amended Sunoco GP LLC Agreement will constitute a legal, valid and binding obligation of ETE Holdings, enforceable against ETE Holdings in accordance with its terms, subject to the Enforceability Exceptionscourt before which any Action thereof may be brought.

Power and Authority; Enforceability. Each of GCC, GC LLC, XXXXX, and the ETE Parties has full limited partnership or XXXXX Subsidiaries have all requisite limited liability company power and authority, as applicable, authority to execute and deliver enter into each of the Transaction Documents, to the extent it is a party thereto, and consummate the transactions contemplated by the Transaction Documents to which it is a partyparty and to consummate the transactions contemplated hereby or thereby. The execution and delivery by the ETE Parties of each of the Transaction Documents by GCC, GC LLC, XXXXX, and the XXXXX Subsidiaries and the consummation by GCC, GC LLC, XXXXX, and the XXXXX Subsidiaries of the transactions contemplated hereby or thereby have been duly authorized by all requisite limited partnership or necessary limited liability company actionaction on their respective parts. Each of the Transaction Documents has been, or upon execution and delivery will be, duly executed and delivered by GCC, GC LLC, XXXXX, and the XXXXX Subsidiaries, as applicable, on and assuming the part due authorization, execution and delivery of such Transaction Documents by the ETE other Parties party thereto and no further consentthereto, approval or action is required by or from ETEwill constitute, the board of directors of ETE’s general partner, ETE’s unitholders, any of ETE’s creditors or ETE Holdings in connection with the transactions contemplated hereby or thereby. Assuming this Agreement has been duly authorized, executed and delivered by ETP, this Agreement constitutes a legal, valid and binding obligation obligations of GCC, GC LLC, XXXXX, and the ETE PartiesXXXXX Subsidiaries, enforceable against GCC, GC LLC, XXXXX, and the ETE Parties XXXXX Subsidiaries in accordance with its their terms, except (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws of general application similar laws affecting enforcement of creditors’ rights generally and remedies generally, and to general principles of equity (ii) as limited by Laws relating to the availability regardless of specific performance, injunctive relief whether enforcement is sought in a proceeding at law or other equitable remedies (the “Enforceability Exceptions”in equity). On the Closing Date, assuming the Unitholders Agreement has been duly authorized, executed and delivered by ETP, the Unitholders Agreement will constitute a legal, valid and binding obligation of the ETE Parties, enforceable against the ETE Parties in accordance with its terms, subject to the Enforceability Exceptions. On the Closing Date, assuming the Amended Sunoco GP LLC Agreement has been duly authorized, executed and delivered by ETP and the Charter Amendment has been duly authorized and executed by ETP and filed by ETP with the Department of State of the Commonwealth of Pennsylvania, the Amended Sunoco GP LLC Agreement will constitute a legal, valid and binding obligation of ETE Holdings, enforceable against ETE Holdings in accordance with its terms, subject to the Enforceability Exceptions.

Power and Authority; Enforceability. Each of the ETE Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each of the Transaction Documents, to the extent it is a party thereto, and consummate the transactions contemplated by the Transaction Documents to which it is a party. The execution and delivery by the ETE Parties of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all requisite limited partnership or limited liability company action, as applicable, on the part of the ETE Parties party thereto and no further consent, approval or action is required by or from ETE, the board of directors of ETE’s general partner, ETE’s unitholders, any of ETE’s creditors or ETE Holdings in connection with the transactions contemplated hereby or thereby. Assuming this Agreement has been duly authorized, executed and delivered by ETP, this Agreement constitutes a legal, valid and binding obligation of the ETE Parties, enforceable against the ETE Parties in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”). On the Closing Date, assuming the Unitholders Agreement has Assignments have been duly authorized, executed and delivered by ETP, the Unitholders Agreement Assignments will constitute a legal, valid and binding obligation obligations of the ETE Parties, enforceable against the ETE Parties in accordance with its terms, subject to the Enforceability Exceptions. On the Closing Date, assuming the Amended Sunoco GP LLC Agreement has been duly authorized, executed and delivered by ETP and the Charter Amendment has been duly authorized and executed by ETP and filed by ETP with the Department of State of the Commonwealth of Pennsylvania, the Amended Sunoco GP LLC Agreement will constitute a legal, valid and binding obligation of ETE Holdings, enforceable against ETE Holdings in accordance with its their terms, subject to the Enforceability Exceptions.