THIS AGREEMENT, OR WHICH ARE
INTENDED TO BE SO GRANTED, (B) MORE FULLY AND EFFECTIVELY TO VEST IN THE
APPLICABLE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS BENEFICIAL AND
RECORD TITLE TO THE INTERESTS CONTRIBUTED AND ASSIGNED BY THIS AGREEMENT OR
INTENDED SO TO BE AND (C) TO MORE FULLY AND EFFECTIVELY CARRY OUT THE PURPOSES
AND INTENT OF THIS AGREEMENT.
7.2
POWER OF ATTORNEY.
EACH PARTY THAT HAS
CONVEYED ANY ASSETS (THE "CONVEYED ASSETS") AS REFLECTED BY THIS AGREEMENT
(COLLECTIVELY, THE "CONVEYING PARTIES") HEREBY CONSTITUTES AND APPOINTS GP LLC
(THE "ATTORNEY-IN-FACT") ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL POWER OF
SUBSTITUTION FOR IT AND IN ITS NAME, PLACE AND STEAD OR OTHERWISE ON BEHALF OF
THE APPLICABLE CONVEYING PARTY AND ITS SUCCESSORS AND ASSIGNS, AND FOR THE
BENEFIT OF THE ATTORNEY-IN-FACT TO DEMAND AND RECEIVE FROM TIME TO TIME THE
CONVEYED ASSETS CONTRIBUTED AND TO EXECUTE IN THE NAME OF THE APPLICABLE
CONVEYING PARTY AND ITS SUCCESSORS AND ASSIGNS INSTRUMENTS OF CONVEYANCE,
INSTRUMENTS OF FURTHER ASSURANCE AND TO GIVE RECEIPTS AND RELEASES IN RESPECT OF
THE SAME, AND FROM TIME TO TIME TO INSTITUTE AND PROSECUTE IN THE NAME OF THE
APPLICABLE CONVEYING PARTY FOR THE BENEFIT OF THE ATTORNEY-IN-FACT, ANY AND ALL
PROCEEDINGS AT LAW, IN EQUITY OR OTHERWISE WHICH THE ATTORNEY-IN-FACT MAY DEEM
PROPER IN ORDER TO (I) COLLECT, ASSERT OR ENFORCE ANY CLAIMS, RIGHTS OR TITLES
OF ANY KIND IN AND TO THE CONVEYED ASSETS, (II) DEFEND AND COMPROMISE ANY AND
ALL ACTIONS, SUITS OR PROCEEDINGS IN RESPECT OF ANY OF THE CONVEYED ASSETS, AND
(III) DO ANY AND ALL SUCH ACTS AND THINGS IN FURTHERANCE OF THIS AGREEMENT AS
THE ATTORNEY-IN-FACT SHALL DEEM ADVISABLE.
EACH CONVEYING PARTY HEREBY DECLARES
THAT THE APPOINTMENT HEREBY MADE AND THE POWERS HEREBY GRANTED ARE COUPLED WITH
AN INTEREST AND ARE AND SHALL BE IRREVOCABLE AND PERPETUAL AND SHALL NOT BE
TERMINATED BY ANY ACT OF ANY CONVEYING PARTY OR ITS SUCCESSORS OR ASSIGNS OR BY
OPERATION OF LAW.
7.3
OTHER ASSURANCES.
FROM TIME TO TIME AFTER
THE DATE HEREOF, AND WITHOUT ANY FURTHER CONSIDERATION, EACH OF THE PARTIES
SHALL EXECUTE, ACKNOWLEDGE AND DELIVER ALL SUCH ADDITIONAL INSTRUMENTS, NOTICES
AND OTHER DOCUMENTS, AND WILL DO ALL SUCH OTHER ACTS AND THINGS, ALL IN
ACCORDANCE WITH APPLICABLE LAW, AS MAY BE NECESSARY OR APPROPRIATE TO MORE FULLY
AND EFFECTIVELY CARRY OUT THE PURPOSES AND INTENT OF THIS AGREEMENT.
IT IS THE
EXPRESS INTENT OF THE PARTIES THAT THE MLP OR ITS SUBSIDIARIES OWN ALL ASSETS
NECESSARY TO OPERATE THE ASSETS THAT ARE IDENTIFIED IN THIS AGREEMENT AND IN THE
REGISTRATION STATEMENT.
TO THE EXTENT ANY ASSETS WERE NOT IDENTIFIED BUT ARE
NECESSARY TO THE OPERATION OF ASSETS THAT WERE IDENTIFIED, THEN THE INTENT OF
THE PARTIES IS THAT ALL SUCH UNIDENTIFIED ASSETS ARE INTENDED TO BE CONVEYED TO
THE APPROPRIATE MEMBERS OF THE PARTNERSHIP GROUP.
TO THE EXTENT SUCH ASSETS ARE
IDENTIFIED AT A LATER DATE, THE
16
PARTIES SHALL TAKE THE APPROPRIATE ACTIONS REQUIRED IN ORDER TO CONVEY ALL