Common use of REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed or furnished prior to the date hereof (excluding any disclosure set forth in any such Partnership SEC Document under the heading “Risk Factors” or in any section relating to forward-looking statements) or (b) the disclosure schedule delivered by the Partnership to Parent immediately prior to the execution of this Agreement (the “Partnership Disclosure Schedule”), each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) disclosure in any section of the Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represents and warrants to Parent, Merger Sub and GP Merger Sub as follows, in each case assuming that the Pre-Closing Transactions were effected prior to the date hereof:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed or furnished prior to the date hereof (excluding any disclosure set forth in any such Partnership SEC Document under the heading “Risk Factors” or in any section relating to forward-looking statements) or (b) the disclosure schedule delivered by the Partnership to Parent immediately prior to the execution of this Agreement (the “Partnership Disclosure Schedule”), ) each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) disclosure in any section of the Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represents and warrants to Parent, Merger Sub and GP Merger Sub as follows, in each case assuming that the Pre-Closing Transactions were effected prior to the date hereof:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2019 and prior to the date hereof of this Agreement (but excluding any disclosure set forth contained in any such Partnership SEC Document Documents under the heading “Risk Factors” or in “Cautionary Statements” or similar heading (other than any section relating to forward-looking factual information contained within such headings, disclosure or statements)) or (b) the disclosure schedule letter delivered by the Partnership to Parent immediately (the “Partnership Disclosure Schedule”) prior to the execution of this Agreement (the “Partnership Disclosure Schedule”)provided, each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) any disclosure in any section of the such Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception section of this Agreement to (or disclosure for purposes of) such other representation, warranty or covenant the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represents represent and warrants warrant to Parent, Merger Sub Holdings and GP Merger Sub as follows, in each case assuming that the Pre-Closing Transactions were effected prior to the date hereof:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2021 and prior to the date hereof of this Agreement (but excluding any disclosure set forth contained in any such Partnership SEC Document Documents under the heading “Risk Factors” or in “Cautionary Statements” or similar heading (other than any section relating to forward-looking factual information contained within such headings, disclosure or statements)) or (b) the disclosure schedule letter delivered by the Partnership to Parent immediately (the “Partnership Disclosure Schedule”) prior to the execution of this Agreement (the “Partnership Disclosure Schedule”)provided, each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) any disclosure in any section of the such Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception section of this Agreement to (or disclosure for purposes of) such other representation, warranty or covenant the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represents represent and warrants warrant to Parent, Merger Sub and GP Merger Sub the Parent Parties as follows, in each case assuming that the Pre-Closing Transactions were effected prior to the date hereof:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2019 and prior to the date hereof of this Agreement (but excluding any disclosure set forth contained in any such Partnership SEC Document Documents under the heading “Risk Factors” or in “Cautionary Statements” or similar heading (other than any section relating to forward-looking factual information contained within such headings, disclosure or statements)) or (b) the disclosure schedule letter delivered by the Partnership to Parent immediately (the “Partnership Disclosure Schedule”) prior to the execution of this Agreement (the “Partnership Disclosure Schedule”)provided, each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) any disclosure in any section of the such Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception section of this Agreement to (or disclosure for purposes of) such other representation, warranty or covenant the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represents represent and warrants warrant to Parent, Merger Sub and GP Merger Sub the P66 Parties as follows, in each case assuming that the Pre-Closing Transactions were effected prior to the date hereof:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2020, and prior to the date hereof of this Agreement (but excluding any disclosure set forth contained in any such Partnership SEC Document Documents under the heading “Risk Factors” or in “Cautionary Statements” or similar heading (other than any section relating to forward-looking factual information contained within such headings, disclosure or statements)) or (b) the disclosure schedule letter delivered by the Partnership to Parent immediately (the “Partnership Disclosure Schedule”) prior to the execution of this Agreement (the “Partnership Disclosure Schedule”)provided, each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) any disclosure in any section of the such Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception section of this Agreement to (or disclosure for purposes of) such other representation, warranty or covenant the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represents represent and warrants warrant to Parent, Merger Sub and GP Merger Sub the Parent Parties as follows; provided, in each case assuming that the Pre-Closing Transactions were effected prior representations and warranties set forth in this Article IV to the date hereofextent applicable to the Non-Operated Joint Ventures are given to the knowledge of the Partnership:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2019 and prior to the date hereof of this Agreement (but excluding any disclosure set forth contained in any such Partnership SEC Document Documents under the heading “Risk Factors” or in “Cautionary Statements” or similar heading (other than any section relating to forward-looking historical factual information contained within such headings, disclosure or statements)) or (b) the disclosure schedule letter delivered by the Partnership to Parent immediately (the “Partnership Disclosure Schedule”) prior to the execution of this Agreement (the “Partnership Disclosure Schedule”)provided, each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) disclosure in any section of the such Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception section of this Agreement to (or disclosure for purposes of) such other representation, warranty or covenant the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represents represent and warrants warrant to Parent, Merger Sub Holdings and GP Merger Sub as follows, in each case assuming that the Pre-Closing Transactions were effected prior to the date hereof:

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNER. Except as disclosed in (a) the Partnership SEC Documents filed or publicly furnished with the SEC on or after October 1, 2016 and prior to the date hereof of this Agreement (but excluding any disclosure set forth contained in any such Partnership SEC Document Documents under the heading “Risk Factors” or in “Forward-Looking Information” or similar heading (other than any section relating to forward-looking factual information contained within such headings, disclosure or statements)) or (b) the disclosure schedule letter delivered by the Partnership to Parent immediately (the “Partnership Disclosure Schedule”) prior to the execution of this Agreement (the “Partnership Disclosure Schedule”)provided, each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) disclosure in any section of the such Partnership Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception section of this Agreement to (or disclosure for purposes of) such other representation, warranty or covenant the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represents represent and warrants warrant to Parent, Merger Sub and GP Merger Sub Parent as follows, in each case assuming that the Pre-Closing Transactions were effected prior to the date hereof: