Common use of Contributed Interests Clause in Contracts

Contributed Interests. (a) The Contributed Interests (i) constitute (A) 100% of the limited liability company interests in the Contributed Entities and (B) a 19.4571% equity interest in Explorer and (ii) were duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.8, the Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such Contributed Interests, any Contributed Entity’s or Explorer’s, as the case may be, organizational documents, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Explorer or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound. (b) The Contributing Parties have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or Explorer, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or Explorer, there are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, Explorer, any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer providing for the issuance of additional equity interests in the Contributed Entities or Explorer, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind which may obligate any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens. (c) The Contributed Entities have good and valid record and beneficial title to the JV Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture Company, the Securities Act or applicable securities laws, the JV Interests are free and clear of any restrictions on transfer, Taxes, or claims. To the Knowledge of the Contributing Parties and except as set forth in the organizational or governance documents of any Joint Venture Company, there are no options, warrants, purchase rights, Contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Joint Venture Companies, any other commitments or agreements providing for the issuance of additional equity interests in any Joint Venture Company, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any Joint Venture Company to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) P66 Sand Hills owns a direct 33.335% limited liability company interest (the “Sand Hills Interest”) in DCP Sand Hills Pipeline, LLC (“DCP Sand Hills”) and P66 Southern Hills owns a direct 33.335% limited liability company interest (the “Southern Hills Interest”) in DCP Southern Hills Pipeline, LLC (“DCP Southern Hills”). Such limited liability company interests (i) were duly authorized and validly issued and are fully paid and non-assessable, (ii) except as set forth in Schedule 3.8, are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such limited liability company interest, the organizational documents of DCP Sand Hills or DCP Southern Hills, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Joint Venture Company, or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (A100%) 100% of the limited liability company interests in the Contributed Entities and (B) a 19.4571% equity interest in Explorer VEX and (ii) were are duly authorized and authorized, validly issued and are fully paid (to the extent required by VEX’s Organizational Documents) and non-assessableassessable (except as such non-assessability may be affected by the Texas Business Organizations Code). Except as set forth on Schedule 3.8, the The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such Contributed Interestsinterests, any Contributed EntityVEX’s or Explorer’s, as the case may be, organizational documentsOrganizational Documents, or any contract, arrangement or agreement Contract to which any Contributing Party, Contributed Entity, Explorer the Contributor or any of their respective Subsidiaries its Affiliates is a party or to which it or any of their respective its properties or assets is otherwise bound. (b) The Contributing Parties have As of immediately prior to the Closing, the Contributor has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or Explorer, the Securities Act or applicable securities lawsin VEX’s Organizational Documents, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or Explorer, there There are no options, warrants, purchase rights, contracts, commitments Contracts or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, ExplorerVEX, any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer Contracts providing for the issuance of additional equity interests in the Contributed Entities or Explorerinterests, or for the repurchase or redemption of the Contributed Interests, or any agreements Contracts of any kind which may obligate any Contributed Entity VEX to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership Group EnLink Operating will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens. (c) The Contributed Entities have good and valid record and beneficial title to the JV Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture Companyin VEX’s Organizational Documents, the Securities Act or applicable securities laws, the JV Interests are free and clear of any restrictions on transfer, Taxes, or claims. To the Knowledge of the Contributing Parties and except as set forth in the organizational or governance documents of any Joint Venture Company, there are no options, warrants, purchase rights, Contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Joint Venture Companies, any other commitments or agreements providing for the issuance of additional equity interests in any Joint Venture Company, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any Joint Venture Company to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) P66 Sand Hills owns a direct 33.335% limited liability company interest (the “Sand Hills Interest”) in DCP Sand Hills Pipeline, LLC (“DCP Sand Hills”) and P66 Southern Hills owns a direct 33.335% limited liability company interest (the “Southern Hills Interest”) in DCP Southern Hills Pipeline, LLC (“DCP Southern Hills”). Such limited liability company interests (i) were duly authorized and validly issued and are fully paid and non-assessable, (ii) except as set forth in Schedule 3.8, are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such limited liability company interest, the organizational documents of DCP Sand Hills or DCP Southern Hills, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Joint Venture Company, or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.

Contributed Interests. (a) The Contributed Interests (i) constitute (A) 100% of the limited liability company interests in the Contributed Entities and (B) a 19.4571% equity interest in Explorer and (ii) were duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.8, the The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such Contributed Interestsinterests, any Contributed Entity’s or Explorer’s, as the case may be, organizational documents, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Explorer P66 Company or any of their respective its Subsidiaries is a party or to which it or any of their respective its properties or assets is otherwise bound. (b) The Contributing Parties have P66 Company has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or ExplorerEntity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or Explorer, there There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, ExplorerEntities, any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer providing for the issuance of additional equity interests in the Contributed Entities or Explorerinterests, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind which may obligate any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens. (c) The Contributed Entities have good and valid record and beneficial title to the JV Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture Company, the Securities Act or applicable securities laws, the JV Interests are free and clear of any restrictions on transfer, Taxes, or claims. To the Knowledge of the Contributing Parties and except as set forth in the organizational or governance documents of any Joint Venture Company, there are no options, warrants, purchase rights, Contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Joint Venture Companies, any other commitments or agreements providing for the issuance of additional equity interests in any Joint Venture Company, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any Joint Venture Company to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) P66 Sand Hills owns a direct 33.335% limited liability company interest (the “Sand Hills Interest”) in DCP Sand Hills Pipeline, LLC (“DCP Sand Hills”) and P66 Southern Hills owns a direct 33.335% limited liability company interest (the “Southern Hills Interest”) in DCP Southern Hills Pipeline, LLC (“DCP Southern Hills”). Such limited liability company interests (i) were duly authorized and validly issued and are fully paid and non-assessable, (ii) except as set forth in Schedule 3.8, are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such limited liability company interest, the organizational documents of DCP Sand Hills or DCP Southern Hills, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Joint Venture Company, or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.

Contributed Interests. (a) The Contributed Interests After giving effect to the Internal Reorganization Transactions prior to the Closing, (i) constitute the Contributed Interests will (A) constitute 100% of the limited liability company interests in the Contributed Entities ARKS and (B) a 19.4571% equity interest in Explorer and (ii) were will be duly authorized and validly issued and are fully paid (to the extent required by ARKS’s Organizational Documents) and non-assessableassessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act), and (ii) Alon Assets will be the sole member of ARKS. Except as set forth on Schedule 3.8, the The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such Contributed Interestsinterests, any Contributed EntityARKS’s or Explorer’s, as the case may be, organizational documentsOrganizational Documents, or any contract, arrangement or agreement Contract to which any Contributing Party, Contributed Entity, Explorer ALJ or any of their respective its Subsidiaries is a party or to which it or any of their respective its properties or assets is otherwise bound. (b) The Contributing Parties have As of immediately prior to the Closing, Alon Assets has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or Explorer, the Securities Act or for restrictions under applicable federal and state securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or Explorer, there There are no options, warrants, purchase rights, contracts, commitments Contracts or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, ExplorerARKS, any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer Contracts providing for the issuance of additional equity interests in the Contributed Entities or Explorerinterests, or for the repurchase or redemption of the Contributed Interests, or any agreements Contracts of any kind which may obligate any Contributed Entity ARKS to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens. (c) The Contributed Entities have good and valid record and beneficial title to the JV Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture Company, the Securities Act or for restrictions under applicable federal and state securities laws, the JV Interests are free and clear of any restrictions on transfer, Taxes, or claims. To the Knowledge . (c) ARKS does not own, directly or indirectly, (i) any shares of the Contributing Parties and except as set forth in the organizational or governance documents outstanding capital stock of any Joint Venture Company, there are no options, warrants, purchase rights, Contracts, commitments other Person or other securities exercisable convertible into or exchangeable for any equity interests capital stock of the Joint Venture Companies, any other commitments Person or agreements providing for the issuance of additional equity interests in any Joint Venture Company, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any Joint Venture Company to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) P66 Sand Hills owns a direct 33.335% limited liability company interest (the “Sand Hills Interest”) in DCP Sand Hills Pipeline, LLC (“DCP Sand Hills”) and P66 Southern Hills owns a direct 33.335% limited liability company interest (the “Southern Hills Interest”) in DCP Southern Hills Pipeline, LLC (“DCP Southern Hills”). Such limited liability company interests (i) were duly authorized and validly issued and are fully paid and non-assessable, (ii) except as set forth any equity or other participating interest in Schedule 3.8the revenues or profits of any Person, are and ARKS is not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or obligation to acquire any similar right under any provision of local or state law applicable to such limited liability company interest, the organizational documents of DCP Sand Hills or DCP Southern Hills, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Joint Venture Company, or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.

Contributed Interests. (a) The Contributed Interests (i) constitute (A) 100% of the limited liability company interests in the Contributed Entities Hills Holding and (B) a 19.4571% equity interest in Explorer and (ii) were have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.8Immediately prior to Closing, the Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such Contributed Interests, any Contributed Entity’s or Explorer’s, as the case may be, organizational documents, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Explorer or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound. (b) The Contributing Spectra Parties will have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, andLiens or Taxes, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or ExplorerHills Holding, the Securities Act of 1933, as amended (the “Securities Act”) or other applicable securities laws, the . The Contributed Interests are free not subject to and clear were not issued in violation of any restrictions on transferPreferential Right under any law or regulation applicable to such Contributed Interests, TaxesHills Holding’s organizational documents, or claimsany contract, arrangement or agreement to which any Spectra Party or Hills Holding is a party or to which it or any of their respective properties or assets is otherwise bound. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or ExplorerHills Holding, there are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, Explorer, Hills Holding or any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer providing for the issuance of additional equity interests in the Contributed Entities or ExplorerHills Holding, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind which may obligate any Contributed Entity Hills Holding to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after following the Closing, the Partnership Group Company will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens. (c) The Contributed Entities have good and valid record and beneficial title to the JV Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture CompanyHills Holding, the Securities Act Act, or other applicable securities laws. (b) Hills Holding has good and valid record and beneficial title to 100% of the limited liability company interests in each of the Hills Holding Subsidiaries, the JV Interests are free and clear of any restrictions on transfer, and all Liens or Taxes, or claims. To the Knowledge of the Contributing Parties and except as set forth in provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture Companythe Hills Holding Subsidiaries, there are no options, warrants, purchase rights, Contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Joint Venture Companies, any other commitments or agreements providing for the issuance of additional equity interests in any Joint Venture Company, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any Joint Venture Company to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) P66 Sand Hills owns a direct 33.335% limited liability company interest (the “Sand Hills Interest”) in DCP Sand Hills Pipeline, LLC (“DCP Sand Hills”) and P66 Southern Hills owns a direct 33.335% limited liability company interest (the “Southern Hills Interest”) in DCP Southern Hills Pipeline, LLC (“or DCP Southern Hills”), or the Securities Act or other applicable securities laws. Such limited liability company interests (i) were have been duly authorized and validly issued and are fully paid and non-assessable. None of the limited liability company interests in any of the Hills Holding Subsidiaries are subject to or were issued in violation of any Preferential Right under any law or regulation applicable to such limited liability company interests, the organizational documents of the Hills Holding Subsidiaries, or any contract, arrangement or agreement to which any Spectra Party, Hills Holding or any Hills Holding Subsidiary is a party or to which it or any of their respective properties or assets is otherwise bound. (iic) Immediately prior to Closing, Sand Holding and Southern Holding will have good and valid record and beneficial title to the Sand Hills Interest and the Southern Hills Interest, respectively, free and clear of any and all Liens or Taxes, except as provided or created by the limited liability company agreement or other organizational or governance documents of Sand Holding or Southern Holding, the Sand Hills LLC Agreement, the Southern Hills LLC Agreement or the Securities Act or other applicable securities laws. Except as set forth in Schedule 3.8the Sand Hills LLC Agreement or the Southern Hills LLC Agreement, as applicable, the Sand Hills/Southern Hills Interests are not subject to (except as provided by the Securities Act or other applicable securities laws) and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right Preferential Right under any provision of local law or state law regulation applicable to such limited liability company interestinterests, the organizational documents of DCP Sand Hills or DCP Southern Hills, or any contract, arrangement or agreement to which any Contributing Spectra Party, Contributed EntityHills Holding, Joint Venture Company, or any of their respective Subsidiaries the Hills Holding Subsidiaries, DCP Sand Hills or DCP Southern Hills is a party or to which it or any of their respective properties or assets is otherwise bound.

Contributed Interests. (a) The After giving effect to the Internal Reorganization Transactions, the Contributed Interests will (i) constitute (A) 100% of the limited liability company interests in the Contributed Entities and (B) a 19.4571% equity interest in Explorer WRWI and (ii) were will be duly authorized and validly issued and are fully paid (to the extent required by WRWI’s Organizational Documents) and non-assessableassessable (except as such non-assessability may be limited by Section 18-607 of the Delaware Limited Liability Company Act). Except as set forth on Schedule 3.8, the The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such Contributed Interestsinterests, any Contributed EntityWRWI’s or Explorer’s, as the case may be, organizational documentsOrganizational Documents, or any contract, arrangement or agreement Contract to which any Contributing Party, Contributed Entity, Explorer Western or any of their respective its Subsidiaries is a party or to which it or any of their respective its properties or assets is otherwise bound. (b) The Contributing Parties have As of immediately prior to the Closing, WRSW has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or Explorer, the Securities Act or applicable securities lawsin WRWI’s Organizational Documents, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or Explorer, there There are no options, warrants, purchase rights, contracts, commitments Contracts or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, ExplorerWRWI, any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer Contracts providing for the issuance of additional equity interests in the Contributed Entities or Explorerinterests, or for the repurchase or redemption of the Contributed Interests, or any agreements Contracts of any kind which may obligate any Contributed Entity WRWI to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens. (c) The Contributed Entities have good and valid record and beneficial title to the JV Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture Companyin WRWI’s Organizational Documents, the Securities Act or applicable securities laws, the JV Interests are free and clear of any restrictions on transfer, Taxes, or claims. To the Knowledge . (c) Other than Western Refining Product Transport, LLC, a Delaware limited liability company, following consummation of the Contributing Parties and except as set forth in the organizational Internal Reorganization Transactions, WRWI does not own, directly or governance documents indirectly, (i) any shares of outstanding capital stock of any Joint Venture Company, there are no options, warrants, purchase rights, Contracts, commitments other Person or other securities exercisable convertible into or exchangeable for any equity interests capital stock of the Joint Venture Companies, any other commitments Person or agreements providing for the issuance of additional equity interests in any Joint Venture Company, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any Joint Venture Company to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) P66 Sand Hills owns a direct 33.335% limited liability company interest (the “Sand Hills Interest”) in DCP Sand Hills Pipeline, LLC (“DCP Sand Hills”) and P66 Southern Hills owns a direct 33.335% limited liability company interest (the “Southern Hills Interest”) in DCP Southern Hills Pipeline, LLC (“DCP Southern Hills”). Such limited liability company interests (i) were duly authorized and validly issued and are fully paid and non-assessable, (ii) except as set forth any equity or other participating interest in Schedule 3.8the revenues or profits of any Person, are and WRWI is not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or obligation to acquire any similar right under any provision of local or state law applicable to such limited liability company interest, the organizational documents of DCP Sand Hills or DCP Southern Hills, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Joint Venture Company, or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.

Contributed Interests. (a) The Contributed Interests (i) constitute (A) 100% of the limited liability company interests in the Contributed Entities and (B) a 19.4571% equity interest in Explorer and (ii) were duly authorized and validly issued and are fully paid and non-assessableassessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). Except as set forth on Schedule 3.8, None of the Contributed Interests are not subject to and or were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such the Contributed Interests, the organizational documents of any Contributed Entity’s or Explorer’s, as the case may be, organizational documents, or any contract, arrangement or agreement to which P66 Company, PDI or any Contributing Party, Contributed Entity, Explorer Entity or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets (including the Contributed Assets) is otherwise bound. (b) The Contributing Parties P66 Company or its Affiliates have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or ExplorerEntity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, Taxes or claims. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or Explorer, there There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, Explorer, or any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer providing for the issuance of additional equity interests in the Contributed Entities or Explorer, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind which that may obligate any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to such the Contributed Interests, free and clear of any Liens. (c) The Contributed Entities have good and valid record and beneficial title to the JV Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture Company, the Securities Act or applicable securities laws, the JV Interests are free and clear of any restrictions on transfer, Taxes, or claims. To the Knowledge of the Contributing Parties and except as set forth in the organizational or governance documents of any Joint Venture Company, there are no options, warrants, purchase rights, Contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Joint Venture Companies, any other commitments or agreements providing for the issuance of additional equity interests in any Joint Venture Company, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any Joint Venture Company to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) P66 Sand Hills owns a direct 33.335% limited liability company interest (the “Sand Hills Interest”) in DCP Sand Hills Pipeline, LLC (“DCP Sand Hills”) and P66 Southern Hills owns a direct 33.335% limited liability company interest (the “Southern Hills Interest”) in DCP Southern Hills Pipeline, LLC (“DCP Southern Hills”). Such limited liability company interests (i) were duly authorized and validly issued and are fully paid and nonUS-assessable, (ii) except as set forth in Schedule 3.8, are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such limited liability company interest, the organizational documents of DCP Sand Hills or DCP Southern Hills, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Joint Venture Company, or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.DOCS\70615498.10

Contributed Interests. (a) The Contributed Interests (i) constitute (A) 100% of the limited liability company interests in the Contributed Entities and (B) a 19.4571% equity interest in Explorer and (ii) were duly authorized and validly issued and are fully paid and non-assessableassessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). Except as set forth on Schedule 3.8, None of the Contributed Interests are not subject to and or were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such the Contributed Interests, the organizational documents of any Contributed Entity’s or Explorer’s, as the case may be, organizational documents, or any contract, arrangement or agreement to which P66 Company, PDI or any Contributing Party, Contributed Entity, Explorer Entity or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets (including the Contributed Assets) is otherwise bound. (b) The Contributing Parties P66 Company or its Affiliates have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or ExplorerEntity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, Taxes or claims. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or Explorer, there There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, Explorer, or any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer providing for the issuance of additional equity interests in the Contributed Entities or Explorer, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind which that may obligate any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to such the Contributed Interests, free and clear of any Liens. (c) The Contributed Entities have good and valid record and beneficial title to the JV Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture Company, the Securities Act or applicable securities laws, the JV Interests are free and clear of any restrictions on transfer, Taxes, or claims. To the Knowledge of the Contributing Parties and except as set forth in the organizational or governance documents of any Joint Venture Company, there are no options, warrants, purchase rights, Contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Joint Venture Companies, any other commitments or agreements providing for the issuance of additional equity interests in any Joint Venture Company, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any Joint Venture Company to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) P66 Sand Hills owns a direct 33.335% limited liability company interest (the “Sand Hills Interest”) in DCP Sand Hills Pipeline, LLC (“DCP Sand Hills”) and P66 Southern Hills owns a direct 33.335% limited liability company interest (the “Southern Hills Interest”) in DCP Southern Hills Pipeline, LLC (“DCP Southern Hills”). Such limited liability company interests (i) were duly authorized and validly issued and are fully paid and non-assessable, (ii) except as set forth in Schedule 3.8, are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such limited liability company interest, the organizational documents of DCP Sand Hills or DCP Southern Hills, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Joint Venture Company, or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.

Contributed Interests. (a) The Contributed Interests (i) constitute (A) 100% of the limited liability company interests and partnership interests, as applicable, in the Contributed Entities and (B) a 19.4571% equity interest in Explorer and (ii) were duly authorized and validly issued and are fully paid and non-assessableassessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act or Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act, as applicable). Except as set forth on Schedule 3.8, the The Contributed Interests are not directly or indirectly subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such Contributed Interestsinterests, any Contributed Entity’s organizational documents (or Explorer’s, as the case may be, organizational documentsdocuments of any JV Entity), or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Explorer P66 Company or any of their respective its Subsidiaries is a party or to which it or any of their respective its properties or assets is otherwise bound. (b) The Contributing Parties P66 Company or its Affiliates have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or ExplorerEntity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or Explorer, there There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, ExplorerEntities, any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer providing for the issuance of additional equity interests in the Contributed Entities or ExplorerEntities, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind which that may obligate any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to such the Contributed Interests, free and clear of any Liens. (c) The Contributed Entities have Except as set forth on Schedule 3.8, each of DAPL Holdings and ETCO Holdings has good and valid record and beneficial title to the JV InterestsInterests owned by it, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Joint Venture CompanyJV Entity, the Securities Act or applicable securities laws, the JV Interests are free and clear of any restrictions on transfer, Taxes, or claims. To Except as set forth on Schedule 3.8, to the Knowledge knowledge of the Contributing P66 Parties and except as set forth in the organizational or governance documents of any Joint Venture CompanyJV Entity furnished to the Partnership prior to the date hereof, there are no options, warrants, purchase rights, Contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Joint Venture Companiesany JV Entity, any other commitments or agreements providing for the issuance of additional equity interests in any Joint Venture CompanyJV Entity, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any Joint Venture Company JV Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) P66 Sand Hills DAPL Holdings owns a direct 33.335% twenty-five percent (25%) limited liability company interest (the “Sand Hills Interest”) in DCP Sand Hills Pipeline, LLC (“DCP Sand Hills”) Dakota Access and P66 Southern Hills ETCO Holdings owns a direct 33.335% twenty-five percent (25%) limited liability company interest in Energy Transfer Crude Oil Company (such interests, collectively, the “Southern Hills Interest”) in DCP Southern Hills Pipeline, LLC (“DCP Southern HillsJV Interests”). Such limited liability company interests The JV Interests (i) were duly authorized and validly issued and are fully paid and non-assessable, assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act) and (ii) except as set forth in Schedule 3.8, are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such limited liability company interest, the organizational documents of DCP Sand Hills or DCP Southern Hillsany JV Entity, or any contract, arrangement or agreement to which any Contributing Partyof the P66 Parties, Contributed Entity, Joint Venture Company, Entities or any of their respective Subsidiaries JV Entities is a party or to which it or any of their respective properties or assets is otherwise bound.