Common use of MLP GP Clause in Contracts

MLP GP. (a) GP Holdings has made available to Parent a complete and correct copy of the certificate of formation of MLP GP and the First Amended and Restated Limited Liability Company Agreement of MLP GP, dated May 3, 2012 (the “MLP GP LLC Agreement”), in each case, together with all amendments thereto. GP Holdings has not taken any action in violation of its certificate of formation or the MLP GP LLC Agreement. GP Holdings has not received any written communication from, or given any written communication to, any other party indicating that MLP GP, GP Holdings or such other party, as the case may be, is in violation of MLP GP’s certificate of formation or the MLP GP LLC Agreement. (b) MLP GP is the sole general partner of MLP and the holder of the only issued and outstanding General Partner Interest (the “MLP General Partner Interest”). MLP GP is the sole record and beneficial owner of the MLP General Partner Interest, which MLP General Partner Interest has been duly authorized and validly issued in accordance with applicable Law and the MLP Charter Documents. MLP GP owns the MLP General Partner Interest free and clear of any Liens. (c) None of GP Holdings, MLP GP or any of their respective Affiliates has entered into any Contract obligating MLP GP to issue, sell or dispose of any Equity Security of any Person, except for, (x) in the case of GP Holdings, this Agreement and, (y) in the case of MLP GP, the MLP LTIP and any award agreement entered into in accordance therewith. (d) MLP GP does not own record or beneficial title to any assets, including Equity Securities, other than (i) the MLP General Partner Interest and (ii) those assets set forth in Section 4.6(d) of the MLP Disclosure Letter, all of which are held by MLP GP solely for the benefit of MLP. (e) MLP GP has no liabilities or obligations, including debts, losses, costs and expenses, absolute or contingent, known or unknown, due or to become due, liquidated or unliquidated, other than those set forth in Section 4.6(e) of the MLP Disclosure Letter, all of which were incurred for the benefit of MLP.

MLP GP. (a) GP Holdings has The ▇▇▇▇▇▇▇▇▇ Entities have made available to Parent a complete and correct copy of the certificate of formation of MLP GP (together with all amendments thereto, if any) and the First Amended and Restated Limited Liability Company Agreement of MLP GP, dated May 3November 12, 2012 2013, together with all amendments thereto (the “MLP GP LLC Agreement”), in each case, together with all amendments thereto. MLP GP Holdings has not taken any action in violation of its certificate of formation or the MLP GP LLC Agreement. GP Holdings has As of the date hereof, the ▇▇▇▇▇▇▇▇▇ Entities have not received any written communication from, or given any written communication to, any other party indicating that MLP GP, GP Holdings the ▇▇▇▇▇▇▇▇▇ Entities or such other party, as the case may be, is in violation of MLP GP’s certificate of formation or the MLP GP LLC Agreement. (b) MLP GP is (i) the sole general partner of MLP and MLP, (ii) the holder of the only issued and outstanding General Partner Interest (the “MLP General Partner Interest”)) and the holder of 100% of the Incentive Distribution Rights. MLP GP is the sole record and beneficial owner of the MLP General Partner InterestInterest and the Incentive Distribution Rights, which MLP General Partner Interest has been duly authorized and validly issued in accordance with applicable Law and the MLP Charter Documents. MLP GP owns the MLP General Partner Interest and the Incentive Distribution Rights free and clear of any Liens. (c) None of GP Holdingsthe ▇▇▇▇▇▇▇▇▇ Entities, MLP GP or any of their respective Affiliates has entered into any Contract obligating MLP GP to issue, sell or dispose of any Equity Security of any Person, except for, for (x) in the case of GP Holdingsthe ▇▇▇▇▇▇▇▇▇ Entities, this Agreement and, and (y) in the case of MLP GP, the MLP LTIP and any award agreement entered into in accordance therewith. (d) MLP GP does not own record or beneficial title to any assets, including Equity Securities, other than (i) the MLP General Partner Interest and (ii) those assets set forth in Section 4.6(d) of the MLP Disclosure Letter, all of which are held by MLP GP solely for the benefit of MLPIncentive Distribution Rights. (e) MLP GP has no liabilities or obligations, including debts, losses, costs and expenses, absolute or contingent, known or unknown, due or to become due, liquidated or unliquidated, other than those set forth in Section 4.6(e) of the MLP Disclosure Letter, all of which were incurred for the benefit of MLP.