Common use of Representations and Warranties of the Partnership Parties Clause in Contracts

Representations and Warranties of the Partnership Parties. The Partnership Parties, jointly and severally, hereby represent and warrant to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and any Additional Closing Date, as the case may be, that: (a) The Registration Statement has been filed with, and been declared effective by, the Commission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. (b) The Partnership was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Units, is not on the date hereof and will not be on the Closing Date or any Additional Closing Date an “ineligible issuer” (as defined in Rule 405 under the Act). (c) The Registration Statement conformed in all material respects at the time it initially became effective and the Time of Sale and will conform in all material respects on each of the Closing Date and any Additional Closing Date, if applicable, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, in all material respects, and the Prospectus will conform, in all material respects, to the applicable requirements of the Act and the Rules and Regulations when filed with the Commission pursuant to Rule 424(b) under the Rules and Regulations and on the Closing Date and any Additional Closing Date, if applicable. (d) The Registration Statement did not, as of the Time of Sale, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (e) The Prospectus will not, as of its date, the date it was filed with the Commission, or on the Closing Date or any Additional Closing Date, if applicable, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (f) The Time of Sale Information did not, as of the Time of Sale, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (g) No Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Time of Sale Information at the Time of Sale, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (h) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations on the date of first use, and the Partnership has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that any “road show” (as defined in Rule 433 of the Rules and Regulations) in connection with the offering of the Units will not be required to be filed pursuant to the Rules and Regulations. (i) From the time of filing of the Registration Statement through the date hereof, the Partnership has been and is an Emerging Growth Company. (j) The Partnership (i) has not alone engaged in any Testing-the-Waters Communication, (ii) has not authorized anyone to engage in such communications, other than the Representative, and (iii) has not distributed or approved for distribution any Testing-the-Waters Communication that is a “written communication” within the meaning of Rule 405 under the Act, other than those listed on Schedule VI hereto. (k) Each of the Partnership Entities is duly organized and validly existing as a limited liability company or limited partnership in good standing under the laws of the jurisdiction of its formation or organization with requisite limited liability company or limited partnership power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction listed opposite its name on Schedule V hereto, except where the failure to so register or qualify has not had or will not have a material adverse effect on the condition (financial or other), business, properties, net worth, results of operations or prospects of the Partnership Entities, taken as a whole (a “Material Adverse Effect”). (l) The General Partner has, and at the Closing Date and any Additional Closing Date, will have, requisite limited liability company power and authority to serve as general partner of the Partnership in all material respects as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus. (m) The General Partner is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership (the “GP Interest”); the GP Interest has been duly authorized and validly issued in accordance with the Third Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time, the “Partnership Agreement”); and the General Partner owns such general partner interest free and clear of all Liens, except for such Liens as permitted in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Information and the Prospectus, if any. (n) The Partnership is, and at the Closing Date, will be, the owner of approximately 47.9% of the common units of OpCo and all of the issued and outstanding Series A Cumulative Convertible Preferred Units of OpCo. The Partnership is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the managing member of OpCo. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Agreement of OpCo and are fully paid (to the extent required under such Organizational Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and the Partnership owns such equity interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (“Liens”), other than Liens incurred pursuant to the Partnership’s Credit Agreement dated as of January 11, 2017 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) or as set forth in the Registration Statement, the Time of Sale Information and the Prospectus. As used herein, “Organizational Agreement” means the limited liability company agreement, limited partnership agreement or partnership agreement, as applicable, of an entity.

Representations and Warranties of the Partnership Parties. The Partnership Parties, jointly and severally, hereby represent and warrant to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and any Additional Closing Date, as the case may be, that: (a) The Partnership meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission the Registration Statement has been Statement. Such Registration Statement, including any amendments thereto filed withprior to the Time of Sale, and been declared became effective by, the Commissionupon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. (bi) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Partnership or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Units in reliance on the exemption in Rule 163, and (iv) at the Time of Sale (with such date being used as the determination date for purposes of this clause (iv)), the Partnership was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. The Partnership agrees to pay the fees required by the Commission relating to the Units within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r). (c) The Partnership was not at the time of initial filing of the Registration Statement and and, at the earliest time thereafter that the Partnership or another offering participant made a “bona fide offer offer” (within the meaning of Rule 164(h)(2) of the Act) of the Units, is not on the date hereof and will not be on the Closing Date or any Additional Closing Date an “ineligible issuer” (as defined in Rule 405 under the Act). (cd) The Registration Statement conformed in all material respects at the time it initially became effective and the Time of Sale and will conform in all material respects on each of the Closing Date and any Additional Closing Date, if applicable, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, in all material respects, and the Prospectus will conform, in all material respects, to the applicable requirements of the Act and the Rules and Regulations when filed with the Commission pursuant to Rule 424(b) under the Rules and Regulations and on the Closing Date and any Additional Closing Date, if applicable. (de) The Registration Statement did not, as of the Time of Sale, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (ef) The Prospectus will not, as of its date, the date it was filed with the Commission, or on the Closing Date or any Additional Closing Date, if applicable, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (fg) The Time of Sale Information did not, as of the Time of Sale, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (gh) No Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Time of Sale Information at the Time of Sale, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (hi) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations on the date of first use, and the Partnership has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that any “road show” (as defined in Rule 433 of the Rules and Regulations) in connection with the offering of the Units will not be required to be filed pursuant to the Rules and Regulations. (i) From the time of filing of the Registration Statement through the date hereof, the Partnership has been and is an Emerging Growth Company. (j) The Partnership (i) has not alone engaged in any Testing-the-Waters Communication, (ii) has not authorized anyone to engage in such communications, other than the Representative, and (iii) has not distributed or approved for distribution any Testing-the-Waters Communication that is a “written communication” within the meaning of Rule 405 under the Act, other than those listed on Schedule VI hereto. (k) Each of the Partnership Entities is duly organized and validly existing as a limited liability company or limited partnership in good standing under the laws of the jurisdiction of its formation or organization with requisite limited liability company or limited partnership power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction listed opposite its name on Schedule V hereto, except where the failure to so register or qualify has not had or will not have a material adverse effect on the condition (financial or other), business, properties, net worth, results of operations or prospects of the Partnership Entities, taken as a whole (a “Material Adverse Effect”). (l) The General Partner has, and at the Closing Date and any Additional Closing Date, will have, requisite limited liability company power and authority to serve as general partner of the Partnership in all material respects as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus. (m) The General Partner is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership (the “GP Interest”); the GP Interest has been duly authorized and validly issued in accordance with the Third Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time, the “Partnership Agreement”); and the General Partner owns such general partner interest free and clear of all liens, encumbrances, security interests, equities, charges or claims (“Liens”), except for such Liens as permitted in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Information and the Prospectus, if any. (n) The Partnership is, and at the Closing Date, will be, the owner of approximately 47.975.9% of the common units of OpCo and all of the issued and outstanding Series A Cumulative Convertible Preferred Units of OpCo. The Partnership is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the managing member of OpCo. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Agreement of OpCo and are fully paid (to the extent required under such Organizational Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and the Partnership owns such equity interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (“Liens”), other than Liens incurred pursuant to the Partnership’s Amended and Restated Credit Agreement dated as of January 11June 13, 2017 2023 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) or as set forth in the Registration Statement, the Time of Sale Information and the Prospectus. As used herein, “Organizational Agreement” means the limited liability company agreement, limited partnership agreement or partnership agreement, as applicable, of an entity.

Representations and Warranties of the Partnership Parties. The Partnership Parties, jointly and severally, hereby represent and warrant to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and any Additional Closing Date, as the case may be, that: (a) The Registration Statement has been filed with, and been declared effective by, the Commission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. (b) The Partnership was not at the time of initial filing of the Registration Statement and and, at the earliest time thereafter that the Partnership or another offering participant made a “bona fide offer offer” (within the meaning of Rule 164(h)(2) of the Act) of the Units, is not on the date hereof and will not be on the Closing Date or any Additional Closing Date an “ineligible issuer” (as defined in Rule 405 under the Act). (c) The Registration Statement conformed in all material respects at the time it initially became effective and the Time of Sale and will conform in all material respects on each of the Closing Date and any Additional Closing Date, if applicable, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, in all material respects, and the Prospectus will conform, in all material respects, to the applicable requirements of the Act and the Rules and Regulations when filed with the Commission pursuant to Rule 424(b) under the Rules and Regulations and on the Closing Date and any Additional Closing Date, if applicable. (d) The Registration Statement did not, as of the Time of Sale, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (e) The Prospectus will not, as of its date, the date it was filed with the Commission, or on the Closing Date or any Additional Closing Date, if applicable, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (f) The Time of Sale Information did not, as of the Time of Sale, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (g) No Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Time of Sale Information at the Time of Sale, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (h) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations on the date of first use, and the Partnership has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that any “road show” (as defined in Rule 433 of the Rules and Regulations) in connection with the offering of the Units will not be required to be filed pursuant to the Rules and Regulations. (i) From the time of filing of the Registration Statement through the date hereof, the Partnership has been and is an Emerging Growth Company. (j) The Partnership (i) has not alone engaged in any Testing-the-Waters Communication, (ii) has not authorized anyone to engage in such communications, other than the Representative, and (iii) has not distributed or approved for distribution any Testing-the-Waters Communication that is a “written communication” within the meaning of Rule 405 under the Act, other than those listed on Schedule VI hereto. (k) Each of the Partnership Entities is duly organized and validly existing as a limited liability company or limited partnership in good standing under the laws of the jurisdiction of its formation or organization with requisite limited liability company or limited partnership power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction listed opposite its name on Schedule V hereto, except where the failure to so register or qualify has not had or will not have a material adverse effect on the condition (financial or other), business, properties, net worth, results of operations or prospects of the Partnership Entities, taken as a whole (a “Material Adverse Effect”). (l) The General Partner has, and at the Closing Date and any Additional Closing Date, will have, requisite limited liability company power and authority to serve as general partner of the Partnership in all material respects as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus. (m) The General Partner is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership (the “GP Interest”); the GP Interest has been duly authorized and validly issued in accordance with the Third Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time, the “Partnership Agreement”); and the General Partner owns such general partner interest free and clear of all Liens, except for such Liens as permitted in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Information and the Prospectus, if any. (n) The Partnership is, and at the Closing Date, will be, the owner of approximately 47.988.36% of the common units of OpCo and all of the issued and outstanding Series A Cumulative Convertible Preferred Units of OpCo. The Partnership is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the managing member of OpCo. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Agreement of OpCo and are fully paid (to the extent required under such Organizational Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and the Partnership owns such equity interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (“Liens”), other than Liens incurred pursuant to the Partnership’s Credit Agreement dated as of January 11, 2017 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) or as set forth in the Registration Statement, the Time of Sale Information and the Prospectus. As used herein, “Organizational Agreement” means the limited liability company agreement, limited partnership agreement or partnership agreement, as applicable, of an entity.

Representations and Warranties of the Partnership Parties. The Partnership Parties, jointly and severally, hereby represent and warrant to and agree with each Underwriter on of the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and any Additional Closing Date, as the case may be, Underwriters that: (a) The Partnership has prepared and filed with the Commission a registration statement (File Number 333–217976) on Form S-1, including a related Preliminary Prospectus, for registration under the Securities Act of the offering and sale of the Units. Such Registration Statement Statement, including all amendments thereto filed prior to the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”), has become effective. The Partnership may have filed one or more amendments thereto, including a related Preliminary Prospectus, each of which has previously been filed withfurnished to you. The Partnership will file with the Commission a final prospectus in accordance with Rule 424(b) of the Securities Act. As filed, such final prospectus shall contain all information required by the Securities Act and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and been declared effective byother changes (beyond that contained in the latest Preliminary Prospectus) as the Partnership has advised the Representative, prior to the Commission. Execution Time, will be included or made therein. (b) No stop order suspending the effectiveness of the Registration Statement or Statement, any post-effective amendment thereto or any registration statement filed pursuant to Rule 462(b) has been issued under the Securities Act, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of any of the Partnership Oasis Parties, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Oasis Parties, threatened by the Commission. (bc) The Partnership was not Each Preliminary Prospectus, at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Unitsthereof, is not on the date hereof and will not be on the Closing Date or any Additional Closing Date an “ineligible issuer” (as defined in Rule 405 under the Act). (c) The Registration Statement conformed complied in all material respects at with the time it initially became effective and the Time of Sale and will conform in all material respects on each of the Closing Date and any Additional Closing Date, if applicable, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Securities Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, in all material respects, and the Prospectus will conform, in all material respects, to the applicable requirements of the Act and the Rules and Regulations when filed with the Commission pursuant to Rule 424(b) under the Rules and Regulations and on the Closing Date and any Additional Closing Date, if applicable. (d) The Registration Statement did not, as of the Time of Sale, not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except with respect to any information with respect to the Units and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (“Rule 430A Information”) omitted from the Preliminary Prospectus. On the date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective (the “Effective Date”), the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) of the Securities Act and on the Closing Date and on any date on which Additional Units are purchased, if such date is not the Closing Date (an “Option Closing Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act; on the Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from and on the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf date of any Underwriter specifically for inclusion therein. (efiling pursuant to Rule 424(b) The Prospectus will not, as of its date, the date it was filed with the Commission, or and on the Closing Date or and any Additional Option Closing Date, if applicable, the Prospectus (together with any supplement thereto) will not include an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Oasis Parties make no representation representations or warranty is made warranties as to the information included contained in or omitted from the Registration Statement, each Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished in writing to the Partnership Parties through the Representative by or on behalf of any Underwriter through the Representative specifically for inclusion thereinin the Registration Statement, each Preliminary Prospectus or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 10(b) hereof. (fd) The As of the Execution Time, the Closing Date and each Option Closing Date, (i) the Time of Sale Information did notProspectus, (ii) each electronic road show, when taken together as of a whole with the Time of SaleSale Prospectus, include an and (iii) each individual written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act (a “Written Testing-the-Waters Communication”), when taken together as a whole with the Time of Sale Prospectus, does not and will not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Oasis Parties make no representation representations or warranty is made warranties as to information included statements in or omitted omissions from the Time of Sale Information in reliance Prospectus based upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (g) No Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Time of Sale Information at the Time of Sale, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter specifically for inclusion thereinconsists of the information described as such in Section 10(b) hereof. (he) Each Issuer Free Writing of the statements made by the Partnership in the Registration Statement and the Time of Sale Prospectus conformed and to be made in the Prospectus (and any supplements thereto) within the coverage of Rule 175(b) of the Securities Act, including (but not limited to) any statements with respect to projected results of operations, estimated available cash and future cash distributions of the Partnership, and any statements made in support thereof or related thereto under the heading “Our Cash Distribution Policy and Restrictions on Distributions” or the anticipated ratio of taxable income to distributions, were made or will conform be made with a reasonable basis and in all material respects to the requirements of the Act and the Rules and Regulations on the date of first use, and the Partnership has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. good faith. (f) The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent available a “bona fide electronic road show” (as defined in Rule 433(h) of the Representative. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses Securities Act) such that were not required to be filed pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that no filing of any “road show” (as defined in Rule 433 of the Rules and Regulations433(h)) is required in connection with the offering of the Units will not be required to be filed pursuant to the Rules and RegulationsUnits. (i) From the time of filing of the Registration Statement through the date hereof, the Partnership has been and is an Emerging Growth Company. (j) The Partnership (i) has not alone engaged in any Testing-the-Waters Communication, (ii) has not authorized anyone to engage in such communications, other than the Representative, and (iii) has not distributed or approved for distribution any Testing-the-Waters Communication that is a “written communication” within the meaning of Rule 405 under the Act, other than those listed on Schedule VI hereto. (k) Each of the Partnership Entities is duly organized and validly existing as a limited liability company or limited partnership in good standing under the laws of the jurisdiction of its formation or organization with requisite limited liability company or limited partnership power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction listed opposite its name on Schedule V hereto, except where the failure to so register or qualify has not had or will not have a material adverse effect on the condition (financial or other), business, properties, net worth, results of operations or prospects of the Partnership Entities, taken as a whole (a “Material Adverse Effect”). (l) The General Partner has, and at the Closing Date and any Additional Closing Date, will have, requisite limited liability company power and authority to serve as general partner of the Partnership in all material respects as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus. (m) The General Partner is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership (the “GP Interest”); the GP Interest has been duly authorized and validly issued in accordance with the Third Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time, the “Partnership Agreement”); and the General Partner owns such general partner interest free and clear of all Liens, except for such Liens as permitted in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Information and the Prospectus, if any. (n) The Partnership is, and at the Closing Date, will be, the owner of approximately 47.9% of the common units of OpCo and all of the issued and outstanding Series A Cumulative Convertible Preferred Units of OpCo. The Partnership is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the managing member of OpCo. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Agreement of OpCo and are fully paid (to the extent required under such Organizational Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and the Partnership owns such equity interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (“Liens”), other than Liens incurred pursuant to the Partnership’s Credit Agreement dated as of January 11, 2017 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) or as set forth in the Registration Statement, the Time of Sale Information and the Prospectus. As used herein, “Organizational Agreement” means the limited liability company agreement, limited partnership agreement or partnership agreement, as applicable, of an entity.

Representations and Warranties of the Partnership Parties. The Partnership Parties, jointly and severally, hereby represent and warrant to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and any Additional Closing Date, as the case may be, that: (a) The Registration Statement has been filed with, and been declared effective by, the Commission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. (b) The Partnership was not at the time of initial filing of the Registration Statement and and, at the earliest time thereafter that the Partnership or another offering participant made a “bona fide offer offer” (within the meaning of Rule 164(h)(2) of the Act) of the Units, is not on the date hereof and will not be on the Closing Date or any Additional Closing Date an “ineligible issuer” (as defined in Rule 405 under the Act). (c) The Registration Statement conformed in all material respects at the time it initially became effective and the Time of Sale and will conform in all material respects on each of the Closing Date and any Additional Closing Date, if applicable, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, in all material respects, and the Prospectus will conform, in all material respects, to the applicable requirements of the Act and the Rules and Regulations when filed with the Commission pursuant to Rule 424(b) under the Rules and Regulations and on the Closing Date and any Additional Closing Date, if applicable. (d) The Registration Statement did not, as of the Time of Sale, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (e) The Prospectus will not, as of its date, the date it was filed with the Commission, or on the Closing Date or any Additional Closing Date, if applicable, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (f) The Time of Sale Information did not, as of the Time of Sale, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (g) No Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Time of Sale Information at the Time of Sale, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (h) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations on the date of first use, and the Partnership has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that any “road show” (as defined in Rule 433 of the Rules and Regulations) in connection with the offering of the Units will not be required to be filed pursuant to the Rules and Regulations. (i) From the time of filing of the Registration Statement through the date hereof, the Partnership has been and is an Emerging Growth Company. (j) The Partnership (i) has not alone engaged in any Testing-the-Waters Communication, (ii) has not authorized anyone to engage in such communications, other than the Representative, and (iii) has not distributed or approved for distribution any Testing-the-Waters Communication that is a “written communication” within the meaning of Rule 405 under the Act, other than those listed on Schedule VI hereto. (k) Each of the Partnership Entities is duly organized and validly existing as a limited liability company or limited partnership in good standing under the laws of the jurisdiction of its formation or organization with requisite limited liability company or limited partnership power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction listed opposite its name on Schedule V hereto, except where the failure to so register or qualify has not had or will not have a material adverse effect on the condition (financial or other), business, properties, net worth, results of operations or prospects of the Partnership Entities, taken as a whole (a “Material Adverse Effect”). (l) The General Partner has, and at the Closing Date and any Additional Closing Date, will have, requisite limited liability company power and authority to serve as general partner of the Partnership in all material respects as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus. (m) The General Partner is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership (the “GP Interest”); the GP Interest has been duly authorized and validly issued in accordance with the Third Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time, the “Partnership Agreement”); and the General Partner owns such general partner interest free and clear of all Liens, except for such Liens as permitted in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Information and the Prospectus, if any. (n) The Partnership is, and at the Closing Date, will be, the owner of approximately 47.971.11% of the common units of OpCo and all of the issued and outstanding Series A Cumulative Convertible Preferred Units of OpCo. The Partnership is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the managing member of OpCo. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Agreement of OpCo and are fully paid (to the extent required under such Organizational Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and the Partnership owns such equity interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (“Liens”), other than Liens incurred pursuant to the Partnership’s Credit Agreement dated as of January 11, 2017 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) or as set forth in the Registration Statement, the Time of Sale Information and the Prospectus. As used herein, “Organizational Agreement” means the limited liability company agreement, limited partnership agreement or partnership agreement, as applicable, of an entity.

Representations and Warranties of the Partnership Parties. The Partnership Parties, jointly and severally, hereby represent and warrant to and agree with each Underwriter on of the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and any Additional Closing Date, as the case may be, Underwriters that: (a) The Partnership has prepared and filed with the Commission a registration statement (File Number 333–217976) on Form S-1, including a related Preliminary Prospectus, for registration under the Securities Act of the offering and sale of the Units. Such Registration Statement Statement, including all amendments thereto filed prior to the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”), has become effective. The Partnership may have filed one or more amendments thereto, including a related Preliminary Prospectus, each of which has previously been filed withfurnished to you. The Partnership will file with the Commission a final prospectus in accordance with Rule 424(b) of the Securities Act. As filed, such final prospectus shall contain all information required by the Securities Act and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and been declared effective byother changes (beyond that contained in the latest Preliminary Prospectus) as the Partnership has advised the Representative, prior to the Commission. Execution Time, will be included or made therein. (b) No stop order suspending the effectiveness of the Registration Statement or Statement, any post-effective amendment thereto or any registration statement filed pursuant to Rule 462(b) has been issued under the Securities Act, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of any of the Partnership Parties, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. (bc) The Partnership was not Each Preliminary Prospectus, at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Unitsthereof, is not on the date hereof and will not be on the Closing Date or any Additional Closing Date an “ineligible issuer” (as defined in Rule 405 under the Act). (c) The Registration Statement conformed complied in all material respects at with the time it initially became effective and the Time of Sale and will conform in all material respects on each of the Closing Date and any Additional Closing Date, if applicable, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Securities Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, in all material respects, and the Prospectus will conform, in all material respects, to the applicable requirements of the Act and the Rules and Regulations when filed with the Commission pursuant to Rule 424(b) under the Rules and Regulations and on the Closing Date and any Additional Closing Date, if applicable. (d) The Registration Statement did not, as of the Time of Sale, not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except with respect to any information with respect to the Units and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (“Rule 430A Information”) omitted from the Preliminary Prospectus. On the date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective (the “Effective Date”), the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) of the Securities Act and on the Closing Date and on any date on which Additional Units are purchased, if such date is not the Closing Date (an “Option Closing Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act; on the Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from and on the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf date of any Underwriter specifically for inclusion therein. (efiling pursuant to Rule 424(b) The Prospectus will not, as of its date, the date it was filed with the Commission, or and on the Closing Date or and any Additional Option Closing Date, if applicable, the Prospectus (together with any supplement thereto) will not include an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Oasis Parties make no representation representations or warranty is made warranties as to the information included contained in or omitted from the Registration Statement, each Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished in writing to the Partnership Parties through the Representative by or on behalf of any Underwriter through the Representative specifically for inclusion thereinin the Registration Statement, each Preliminary Prospectus or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 10(b) hereof. (fd) The As of the Execution Time, the Closing Date and each Option Closing Date, (i) the Time of Sale Information did notProspectus, (ii) each electronic road show, when taken together as of a whole with the Time of SaleSale Prospectus, include an and (iii) each individual written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act (a “Written Testing-the-Waters Communication”), when taken together as a whole with the Time of Sale Prospectus, does not and will not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Oasis Parties make no representation representations or warranty is made warranties as to information included statements in or omitted omissions from the Time of Sale Information in reliance Prospectus based upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion therein. (g) No Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Time of Sale Information at the Time of Sale, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter specifically for inclusion thereinconsists of the information described as such in Section 10(b) hereof. (he) Each Issuer Free Writing of the statements made by the Partnership in the Registration Statement and the Time of Sale Prospectus conformed and to be made in the Prospectus (and any supplements thereto) within the coverage of Rule 175(b) of the Securities Act, including (but not limited to) any statements with respect to projected results of operations, estimated available cash and future cash distributions of the Partnership, and any statements made in support thereof or related thereto under the heading “Our Cash Distribution Policy and Restrictions on Distributions” or the anticipated ratio of taxable income to distributions, were made or will conform be made with a reasonable basis and in all material respects to the requirements of the Act and the Rules and Regulations on the date of first use, and the Partnership has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. good faith. (f) The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent available a “bona fide electronic road show” (as defined in Rule 433(h) of the Representative. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses Securities Act) such that were not required to be filed pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that no filing of any “road show” (as defined in Rule 433 of the Rules and Regulations433(h)) is required in connection with the offering of the Units will not be required to be filed pursuant to the Rules and RegulationsUnits. (g) (i) From At the time of filing of the Registration Statement through and (ii) as of the Execution Time (with such date hereofbeing used as the determination date for purposes of this clause (ii)), the Partnership has been was not and is not an Emerging Growth Company. Ineligible Issuer (j) The Partnership (i) has not alone engaged as defined in Rule 405), without taking account of any Testing-the-Waters Communication, (ii) has not authorized anyone determination by the Commission pursuant to engage in such communications, other than the Representative, and (iii) has not distributed or approved for distribution any Testing-the-Waters Communication that is a “written communication” within the meaning of Rule 405 under the Act, other than those listed on Schedule VI hereto. (k) Each of that it is not necessary that the Partnership Entities is duly organized and validly existing as a limited liability company or limited partnership in good standing under the laws of the jurisdiction of its formation or organization with requisite limited liability company or limited partnership power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction listed opposite its name on Schedule V hereto, except where the failure to so register or qualify has not had or will not have a material adverse effect on the condition (financial or other), business, properties, net worth, results of operations or prospects of the Partnership Entities, taken as a whole (a “Material Adverse Effect”)be considered an Ineligible Issuer. (l) The General Partner has, and at the Closing Date and any Additional Closing Date, will have, requisite limited liability company power and authority to serve as general partner of the Partnership in all material respects as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus. (m) The General Partner is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership (the “GP Interest”); the GP Interest has been duly authorized and validly issued in accordance with the Third Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time, the “Partnership Agreement”); and the General Partner owns such general partner interest free and clear of all Liens, except for such Liens as permitted in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Information and the Prospectus, if any. (n) The Partnership is, and at the Closing Date, will be, the owner of approximately 47.9% of the common units of OpCo and all of the issued and outstanding Series A Cumulative Convertible Preferred Units of OpCo. The Partnership is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the managing member of OpCo. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Agreement of OpCo and are fully paid (to the extent required under such Organizational Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and the Partnership owns such equity interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (“Liens”), other than Liens incurred pursuant to the Partnership’s Credit Agreement dated as of January 11, 2017 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) or as set forth in the Registration Statement, the Time of Sale Information and the Prospectus. As used herein, “Organizational Agreement” means the limited liability company agreement, limited partnership agreement or partnership agreement, as applicable, of an entity.

Representations and Warranties of the Partnership Parties. The Each of the Partnership Parties, jointly and severally, hereby represent represents and warrant to warrants to, and agrees with, each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and any Additional Closing Date, as the case may be, that:set forth below in this Section 6. (a) The Partnership meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission the Registration Statement, including the Base Prospectus, for registration under the Act of the offering and sale of the Units. The Registration Statement, including all amendments thereto filed prior to the Time of Sale, has become effective. The Partnership has filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more Preliminary Prospectuses relating to the Units, each of which has previously been filed with, and been declared effective byfurnished to you. The Partnership will file with the Commission a Prospectus relating to the Units in accordance with Rule 424(b). As filed, the CommissionProspectus will comply in all material respects with the Act and the rules and regulations of the Commission thereunder and, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Time of Sale or, to the extent not completed at the Time of Sale, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Partnership has advised you, prior to the Time of Sale, will be included or made therein. The Registration Statement, at the Time of Sale, meets the requirements set forth in Rule 415(a)(1)(x). (b) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or, to the knowledge of any of the Partnership Parties, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. (bc) The Partnership was not at the time of initial filing of On each Effective Date, the Registration Statement and at the earliest time thereafter that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Units, is not on the date hereof and will not be on the Closing Date or any Additional Closing Date an “ineligible issuer” (as defined in Rule 405 under the Act). (c) The Registration Statement conformed in all material respects at the time it initially became effective and the Time of Sale and will conform in all material respects on each of the Closing Date and any Additional Closing Date, if applicabledid, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, in all material respects, and the Prospectus will conform, is first filed in all material respects, to the applicable requirements of the Act and the Rules and Regulations when filed accordance with the Commission pursuant to Rule 424(b) under of the Rules and Regulations and on the Closing Date and any Additional each Option Closing Date, if applicable. the Prospectus (dand any supplement thereto) The Registration Statement did not, as will comply in all material respects with the applicable requirements of the Act on the Effective Date and at the Time of Sale, the Registration Statement did not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from and on the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf date of any Underwriter specifically for inclusion therein. (efiling pursuant to Rule 424(b) The Prospectus will not, as of its date, the date it was filed with the Commission, or Rules and Regulations and on the Closing Date or any Additional and each Option Closing Date, if applicable, the Prospectus (together with any supplement thereto) will not include an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Partnership makes no representation representations or warranty is made warranties as to the information included contained in or omitted from the Registration Statement, each Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished in writing to the Partnership Parties through the Representative by or on behalf of any each Underwriter specifically for inclusion thereinin the Registration Statement, each Preliminary Prospectus or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) hereof. (fd) The Time of Sale Information did not, as As of the Time of Sale, include an the Closing Date and each Option Closing Date, (i) the Disclosure Package, and (ii) each electronic road show, if any, when taken together as a whole with the Disclosure Package, did not and will not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Partnership makes no representation representations or warranty is made warranties as to information included statements in or omitted omissions from the Time of Sale Information in reliance Disclosure Package based upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof. (gi) No At the earliest time after filing of the Registration Statement that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Rules and Regulations) of the Units and (ii) as of the Time of Sale (with such date being used as the determination date for purposes of this clause (ii)), the Partnership was not and is not an Ineligible Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under as defined in Rule 433 405 of the Rules and Regulations), when without taking account of any determination by the Commission pursuant to Rule 405 of the Rules and Regulations that it is not necessary that the Partnership be considered together an Ineligible Issuer. (f) Each Issuer Free Writing Prospectus does not include any information that conflicts with the Time of Sale Information at the Time of Sale, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, information contained in the light of Registration Statement, the circumstances under which they were mademost recent Preliminary Prospectus or the Prospectus, including any document incorporated by reference therein that has not misleadingbeen superseded or modified; provided provided, however, that the Partnership makes no representation representations or warranty is made warranties as to information included statements in or omitted omissions from the Time of Sale Information in reliance any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Partnership Parties through the Representative by or on behalf of any Underwriter specifically for inclusion use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof. (hg) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations on the date of first use, and the Partnership has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that any “road show” (as defined in Rule 433 of the Rules and Regulations) in connection with the offering of the Units will not be required to be filed pursuant to the Rules and Regulations. (i) From the time of filing of the Registration Statement through the date hereof, the Partnership Parties has been duly formed and is an Emerging Growth Company. (j) The Partnership (i) has not alone engaged validly existing as a limited partnership, limited liability company or corporation, as applicable, in any Testing-the-Waters Communication, (ii) has not authorized anyone to engage in such communications, other than the Representative, and (iii) has not distributed or approved for distribution any Testing-the-Waters Communication that is a “written communication” within the meaning of Rule 405 good standing under the Act, other than those listed on Schedule VI hereto. (k) laws of its jurisdiction of organization with full power and authority to enter into and perform its respective obligations under this Agreement and consummate the transactions contemplated hereby. Each of the Partnership Entities is duly organized and validly existing qualified to do business as a foreign limited partnership, limited liability company or limited partnership corporation, as applicable, and is in good standing under the laws of the jurisdiction of its formation or organization with requisite limited liability company or limited partnership power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction listed opposite its name on Schedule V heretowhich requires, or at the Closing Date and each Option Closing Date, if any, will require, such qualification, except where the failure to be so register or qualify has not had or will qualified would not have a material adverse effect on the condition (financial or otherotherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business, properties, net worth, results of operations or prospects of on the Partnership Entities, taken as a whole (a “Material Adverse Effect”). (l) The General Partner has, and at or subject the Closing Date and any Additional Closing Date, will have, requisite limited liability company power and authority to serve as general partner partners of the Partnership in all to any material respects as disclosed in the Registration Statement, the Time of Sale Information and the Prospectusliability or disability. (m) The General Partner is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership (the “GP Interest”); the GP Interest has been duly authorized and validly issued in accordance with the Third Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time, the “Partnership Agreement”); and the General Partner owns such general partner interest free and clear of all Liens, except for such Liens as permitted in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Information and the Prospectus, if any. (n) The Partnership is, and at the Closing Date, will be, the owner of approximately 47.9% of the common units of OpCo and all of the issued and outstanding Series A Cumulative Convertible Preferred Units of OpCo. The Partnership is, and at the Closing Date and any Additional Closing Date, if applicable, will be, the managing member of OpCo. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Agreement of OpCo and are fully paid (to the extent required under such Organizational Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and the Partnership owns such equity interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (“Liens”), other than Liens incurred pursuant to the Partnership’s Credit Agreement dated as of January 11, 2017 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) or as set forth in the Registration Statement, the Time of Sale Information and the Prospectus. As used herein, “Organizational Agreement” means the limited liability company agreement, limited partnership agreement or partnership agreement, as applicable, of an entity.

Representations and Warranties of the Partnership Parties. The Partnership Parties, jointly and severally, hereby represent and warrant to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and any each Additional Closing Date, as the case may be, that: (a) The Registration Statement has been filed with, and been declared effective by, the Commission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose purchase has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Partnership Parties, threatened by the Commission. (b) The Partnership was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Units, is not on the date hereof and will not be on the Closing Date or any Additional Closing Date an “ineligible issuer” (as defined in Rule 405 under the Act). (c) The Registration Statement conformed in all material respects at the time it initially became effective and the Time of Sale and will conform in all material respects on each of the Closing Date and any Additional Closing Date, if applicable, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, in all material respects, and the Prospectus will conform, in all material respects, to the applicable requirements of the Act and the Rules and Regulations when filed with the Commission pursuant to Rule 424(b) under the Rules and Regulations and on the Closing Date and any Additional Closing Date, if applicable. (d) The Registration Statement did not, as of the Time of Sale, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative Representatives by or on behalf of any Underwriter specifically for inclusion therein. (e) The Prospectus will not, as of its date, the date it was filed with the Commission, or on the Closing Date or any Additional Closing Date, if applicable, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) The Time of Sale Information did not, as of the Time of Sale, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative Representatives by or on behalf of any Underwriter specifically for inclusion therein. (g) No Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Time of Sale Information at the Time of Sale, included did not include an untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Partnership Parties through the Representative Representatives by or on behalf of any Underwriter specifically for inclusion therein. (h) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations on the date of first use, and the Partnership has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the RepresentativeRepresentatives. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that any “road show” (as defined in Rule 433 of the Rules and Regulations) in connection with the offering of the Units will not be required to be filed pursuant to the Rules and Regulations. (i) From the time of filing of the Registration Statement through the date hereof, the Partnership has been and is an Emerging Growth Company. (j) The Partnership (i) has not alone engaged in any Testing-the-Waters Communication, (ii) has not authorized anyone to engage in such communications, other than the RepresentativeRepresentatives, and (iii) has not distributed or approved for distribution any Testing-the-Waters Communication that is a “written communication” communication within the meaning of Rule 405 under the Act, other than those listed on Schedule VI hereto. (k) Each of the Partnership Entities (other than OGM Partners I) is duly organized and validly existing as a limited liability company or limited partnership in good standing under the laws of the jurisdiction of its formation or organization with requisite limited liability company or limited partnership power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction listed opposite its name on Schedule V hereto, except where the failure to so register or qualify has not had or will not have a material adverse effect on the condition (financial or other), business, properties, net worth, results of operations or prospects of the Partnership Entities, taken as a whole (a “Material Adverse Effect”). (l) OGM Partners I is duly organized and validly existing as a general partnership under the laws of the State of Texas with requisite general partnership power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business in each jurisdiction listed opposite its name on Schedule V hereto, except where the failure to so register or qualify has not had or will not have a Material Adverse Effect. (m) The General Partner has, and at the Closing Date and any Additional Closing Date, will have, requisite limited liability company power and authority to serve as general partner of the Partnership in all material respects as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus. (mn) Xxxxxxx XX Holdings, LLC, a Delaware limited liability company (“GP Holdings”) owns, and at the Closing Date and each Additional Closing Date, if applicable, will own 100.0% of the limited liability company interests in the General Partner; such limited liability company interests have been duly authorized and validly issued in accordance with the First Amended and Restated Limited Liability Company Agreement of the General Partner (as it may be amended from time to time, the “General Partner LLC Agreement”) and are fully paid (to the extent required by the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and GP Holdings owns such limited liability company interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (“Liens”), except for such Liens as permitted in the General Partner LLC Agreement or as described in the Registration Statement, the Time of Sale Information and the Prospectus, if any. (o) The General Partner is, and at the Closing Date and any each Additional Closing Date, if applicable, will be, the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership (the “GP Interest”); the GP Interest interest has been duly authorized and validly issued in accordance with the Third Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time, the “Partnership Agreement”); and the General Partner owns such general partner interest free and clear of all Liens, except for such Liens as permitted in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Information and the Prospectus, if any. (np) The Partnership isPartnership, the Xxxxxxx Art Foundation, Xxxxxxxx Minerals & Royalties, LLC (“Xxxxxxxx Minerals”), EIGF Aggregator III LLC, TE Drilling Aggregator LLC and Xxxxxxxx Management, LLC are, and at the Closing Date, will be, the owner owners of approximately 47.9100.0% of the common units of OpCo and all of the issued and outstanding Series A Cumulative Convertible Preferred Units of limited liability company interests in OpCo. The Partnership is, and at the Closing Date and any each Additional Closing Date, if applicable, will be, the managing member of OpCo. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Agreement of OpCo and are fully paid (to the extent required under such Organizational Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and the Partnership owns such equity interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (“Liens”), other than Liens incurred pursuant to the Partnership’s Credit Agreement dated as of January 11, 2017 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) or as set forth in the Registration Statement, the Time of Sale Information and the Prospectus. As used herein, “Organizational Agreement” means the limited liability company agreement, limited partnership agreement or partnership agreement, as applicable, of an entity.