Common use of Contributed Interests Clause in Contracts

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) of the limited liability company interests in VEX and (ii) are duly authorized, validly issued and fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the Texas Business Organizations Code). The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, VEX’s Organizational Documents, or any Contract to which the Contributor or any of its Affiliates is a party or to which it or any of its properties or assets is otherwise bound. (b) As of immediately prior to the Closing, the Contributor has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. There are no options, warrants, purchase rights, Contracts or other securities exercisable or exchangeable for any equity interests of VEX, any other commitments or Contracts providing for the issuance of additional equity interests, or for the repurchase or redemption of the Contributed Interests, or any Contracts of any kind which may obligate VEX to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, free and clear of any restrictions on transfer, Taxes, or claims.

Contributed Interests. (a) The Contributed Interests After giving effect to the Internal Reorganization Transactions prior to the Closing, (i) the Contributed Interests will (A) constitute one hundred percent (100%) % of the limited liability company interests in VEX ARKS and (iiB) are will be duly authorized, authorized and validly issued and fully paid (to the extent required by VEXARKS’s Organizational Documents) and non-assessable (except as such non-assessability may be affected limited by Sections 18-607 and 18-804 of the Texas Business Organizations CodeDelaware Limited Liability Company Act), and (ii) Alon Assets will be the sole member of ARKS. The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, VEXARKS’s Organizational Documents, or any Contract to which the Contributor ALJ or any of its Affiliates Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound. (b) As of immediately prior to the Closing, the Contributor Alon Assets has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentslaws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. There are no options, warrants, purchase rights, Contracts or other securities exercisable or exchangeable for any equity interests of VEXARKS, any other commitments or Contracts providing for the issuance of additional equity interests, or for the repurchase or redemption of the Contributed Interests, or any Contracts of any kind which may obligate VEX ARKS to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating the Partnership will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentslaws, free and clear of any restrictions on transfer, Taxes, or claims. (c) ARKS does not own, directly or indirectly, (i) any shares of outstanding capital stock of any other Person or securities convertible into or exchangeable for capital stock of any other Person or (ii) any equity or other participating interest in the revenues or profits of any Person, and ARKS is not subject to any obligation to acquire any such interest.

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) % of the limited liability company interests in VEX the Contributed Entities and (ii) are were duly authorized, authorized and validly issued and are fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the Texas Business Organizations Code)assessable. The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, VEXany Contributed Entity’s Organizational Documentsorganizational documents, or any Contract contract, arrangement or agreement to which the Contributor P66 Company or any of its Affiliates Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound. (b) As of immediately prior to the Closing, the Contributor P66 Company has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentsor created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. There are no options, warrants, purchase rights, Contracts contracts, commitments or other securities exercisable or exchangeable for any equity interests of VEXthe Contributed Entities, any other commitments or Contracts agreements providing for the issuance of additional equity interests, or for the repurchase or redemption of the Contributed Interests, or any Contracts agreements of any kind which may obligate VEX any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating the Partnership will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, free and clear of any restrictions on transfer, Taxes, or claims.

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

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) % of the limited liability company interests in VEX the Contributed Entities and (ii) are were duly authorized, authorized and validly issued and are fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Texas Business Organizations CodeDelaware Limited Liability Company Act). The None of the Contributed Interests are not subject to and or were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such intereststhe Contributed Interests, VEX’s Organizational Documentsthe organizational documents of any Contributed Entity, or any Contract contract, arrangement or agreement to which the Contributor P66 Company, PDI or any Contributed Entity or any of its Affiliates their respective Subsidiaries is a party or to which it or any of its their respective properties or assets (including the Contributed Assets) is otherwise bound. (b) As of immediately prior to the Closing, the Contributor has P66 Company or its Affiliates have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentsor created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, Taxes or claims. There are no options, warrants, purchase rights, Contracts contracts, commitments or other securities exercisable or exchangeable for any equity interests of VEX, the Contributed Entities or any other commitments or Contracts agreements providing for the issuance of additional equity interests, or interests in the Contributed Entities for the repurchase or redemption of the Contributed Interests, or any Contracts agreements of any kind which that may obligate VEX any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating the Partnership will have good and valid record and beneficial title to such the Contributed Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, free and clear of any restrictions on transfer, Taxes, or claims.

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) % of the limited liability company interests in VEX the Contributed Entities and (ii) are were duly authorized, authorized and validly issued and are fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Texas Business Organizations CodeDelaware Limited Liability Company Act). The None of the Contributed Interests are not subject to and or were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such intereststhe Contributed Interests, VEX’s Organizational Documentsthe organizational documents of any Contributed Entity, or any Contract contract, arrangement or agreement to which the Contributor P66 Company, PDI or any Contributed Entity or any of its Affiliates their respective Subsidiaries is a party or to which it or any of its their respective properties or assets (including the Contributed Assets) is otherwise bound. (b) As of immediately prior to the Closing, the Contributor has P66 Company or its Affiliates have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentsor created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, Taxes or claims. There are no options, warrants, purchase rights, Contracts contracts, commitments or other securities exercisable or exchangeable for any equity interests of VEX, the Contributed Entities or any other commitments or Contracts agreements providing for the issuance of additional equity interests, or interests in the Contributed Entities for the repurchase or redemption of the Contributed Interests, or any Contracts agreements of any kind which that may obligate VEX any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating the Partnership will have good and valid record and beneficial title to such the Contributed Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, free and clear of any restrictions on transfer, Taxes, or claims.. US-DOCS\70615498.10

Contributed Interests. (a) The Immediately prior to the Pre-Effective Time Transactions, MPCI has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other Organizational Documents of Refining Holdco or Fuels LLC, the 1933 Act or applicable state securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Except as set forth in the Organizational Documents of MPCI, Logistics, Holdings, MPLX GP, Fuels LLC or Refining Holdco, there are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any Equity Interests of Fuels LLC or Refining Holdco, any other commitments or agreements of MPCI, Refining Holdco, Fuels LLC or any of their respective Affiliates providing for the issuance of additional Equity Interests in Refining Holdco or Fuels LLC, or for the repurchase or redemption of any of the Contributed Interests, or any agreements of any kind which may obligate Refining Holdco or Fuels LLC to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Interests. Immediately following the Pre-Effective Time Transactions and prior to the Contributions, (i) constitute one hundred percent Logistics will have good and valid record and beneficial title to the Logistics Membership Interests, (100%ii) Holdings will have good and valid record and beneficial title to the Holdings Membership Interests, and (iii) MPLX GP will have good and valid record and beneficial title to the MPLX GP Membership Interests and, in each case, except as provided or created by the limited liability company agreement or other Organizational Documents of Refining Holdco or Fuels LLC, the 1933 Act or applicable state securities laws, free and clear of any restrictions on transfer, Taxes, or claims. Immediately following the Contributions, MPLX will have good and valid record and beneficial title to the Contributed Interests, free and clear of any Liens and, except as provided or created by the limited liability company agreement or other Organizational Documents of Refining Holdco or Fuels LLC, the 1933 Act or applicable state securities laws, free and clear of any restrictions on transfer, Taxes, or claims. (b) Refining Holdco owns all of the limited liability company interests in VEX the Refining Logistics Entities. Such limited liability company interests were duly authorized and validly issued and are fully paid. None of such limited liability company interests (i) are, except as set forth in the Organizational Documents of the Refining Logistics Entities, subject to or (ii) are duly authorized, validly issued and fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the Texas Business Organizations Code). The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interestslimited liability company interest, VEX’s the Organizational DocumentsDocuments of the Refining Logistics Entities, or any Contract contract, arrangement or agreement to which MPCI, Refining Holdco, the Contributor Refining Logistics Entities, or any of its Affiliates their respective Subsidiaries is a party or to which it or any of its their respective properties or assets is otherwise bound. (b) As of immediately prior to the Closing, the Contributor has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. There are no options, warrants, purchase rights, Contracts or other securities exercisable or exchangeable for any equity interests of VEX, any other commitments or Contracts providing for the issuance of additional equity interests, or for the repurchase or redemption of the Contributed Interests, or any Contracts of any kind which may obligate VEX to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, free and clear of any restrictions on transfer, Taxes, or claims.

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) % of the limited liability company interests in VEX the Contributed Entities and (ii) are were duly authorized, authorized and validly issued and are fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Texas Business Organizations CodeDelaware Limited Liability Company Act). The ▇▇▇▇▇▇ Interests (i) constitute 100% of the limited liability company interests in ▇▇▇▇▇▇ Frac LLC and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). None of the Contributed Interests, the ▇▇▇▇▇▇ Interests or the partnership interests in P66 Opco are not subject to and or were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such intereststhe Contributed Interests, VEX’s Organizational Documents▇▇▇▇▇▇ Frac LLC or P66 Opco, as applicable, the organizational documents of any Contributed Entity, ▇▇▇▇▇▇ Frac LLC or P66 Opco, or any Contract contract, arrangement or agreement to which the Contributor P66 Company, PDI, any Contributed Entity, ▇▇▇▇▇▇ Frac LLC, P66 Opco or any of its Affiliates their respective Subsidiaries is a party or to which it or any of its their respective properties or assets (including the Contributed Assets) is otherwise bound. (b) As of immediately prior to the Closing, the Contributor PDI has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentsor created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, Taxes or claims. There are no options, warrants, purchase rights, Contracts contracts, commitments or other securities exercisable or exchangeable for any equity interests of VEX, the Contributed Entities or any other commitments or Contracts agreements providing for the issuance of additional equity interestsinterests in the Contributed Entities or P66 Opco, or for the repurchase or redemption of the Contributed Interests, or any Contracts agreements of any kind which that may obligate VEX any Contributed Entity or P66 Opco to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating the Partnership will have good and valid record and beneficial title to such the Contributed Interests, free and clear of any Liens. (c) As of the Closing, Opco General Partner and Alpha LLC will have good and valid record and beneficial title to the noneconomic general partner interest and a 25% limited partner interest, respectively, in P66 Opco, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentsor created by the limited partnership agreement or other organizational or governance documents of P66 Opco, the Securities Act or applicable securities laws, such general partner interest and limited partner interest will be free and clear of any restrictions on transfer, TaxesTaxes or claims. As of the Closing, there will not be any options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of P66 Opco or any other commitments or agreements providing for the issuance of additional equity interests in P66 Opco, or for the repurchase or redemption of the general partner interest or limited partner interest in P66 Opco held by Opco General Partner and Alpha LLC, respectively, or any agreements of any kind that may obligate P66 Opco to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. As of the Closing, Opco General Partner will be the sole general partner of P66 Opco. (d) The Sponsor Entities have, and as of the Closing, P66 Opco will have, good and valid record and beneficial title to the ▇▇▇▇▇▇ Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of ▇▇▇▇▇▇ Frac LLC, the Securities Act or applicable securities laws, the ▇▇▇▇▇▇ Interests are free and clear of any restrictions on transfer, Taxes or claims. Except as expressly contemplated by this Agreement, there are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of ▇▇▇▇▇▇ Frac LLC or any other commitments or agreements providing for the issuance of additional equity interests in ▇▇▇▇▇▇ Frac LLC, or for the repurchase or redemption of the ▇▇▇▇▇▇ Interests, or any agreements of any kind that may obligate ▇▇▇▇▇▇ Frac LLC to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests.

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) % of the limited liability company interests and partnership interests, as applicable, in VEX the Contributed Entities and (ii) are were duly authorized, authorized and validly issued and are fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Texas Business Organizations CodeDelaware Limited Liability Company Act or Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act, as applicable). The Contributed Interests are not directly or indirectly subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, any Contributed Entity’s organizational documents (or the organizational documents of any JV Entity), or any contract, arrangement or agreement to which P66 Company or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound. (b) P66 Company or its Affiliates have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities, any other commitments or agreements providing for the issuance of additional equity interests in the Contributed Entities, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind that may obligate any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Contributed Interests, free and clear of any Liens. (c) Except as set forth on Schedule 3.8, each of DAPL Holdings and ETCO Holdings has good and valid record and beneficial title to the JV Interests owned by it, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any JV Entity, the Securities Act or applicable securities laws, the JV Interests are free and clear of any restrictions on transfer, Taxes, or claims. Except as set forth on Schedule 3.8, to the knowledge of the P66 Parties and except as set forth in the organizational or governance documents of any JV Entity furnished to the Partnership prior to the date hereof, there are no options, warrants, purchase rights, Contracts, commitments or other securities exercisable or exchangeable for any equity interests of any JV Entity, any other commitments or agreements providing for the issuance of additional equity interests in any JV Entity, or for the repurchase or redemption of the JV Interests, or any agreements of any kind which may obligate any JV Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) DAPL Holdings owns a direct twenty-five percent (25%) limited liability company interest in Dakota Access and ETCO Holdings owns a direct twenty-five percent (25%) limited liability company interest in Energy Transfer Crude Oil Company (such interests, collectively, the “JV Interests”). The JV Interests (i) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act) and (ii) except as set forth in Schedule 3.8, are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interestslimited liability company interest, VEX’s Organizational Documentsthe organizational documents of any JV Entity, or any Contract contract, arrangement or agreement to which the Contributor or any of its Affiliates the P66 Parties, Contributed Entities or JV Entities is a party or to which it or any of its their respective properties or assets is otherwise bound. (b) As of immediately prior to the Closing, the Contributor has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. There are no options, warrants, purchase rights, Contracts or other securities exercisable or exchangeable for any equity interests of VEX, any other commitments or Contracts providing for the issuance of additional equity interests, or for the repurchase or redemption of the Contributed Interests, or any Contracts of any kind which may obligate VEX to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, free and clear of any restrictions on transfer, Taxes, or claims.

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) % of the limited liability company interests in VEX the Contributed Entities and (ii) are were duly authorized, authorized and validly issued and are fully paid and non-assessable (to except as such non- assessability may be affected by Sections 18-607 and 18-804 of the extent required by VEX’s Organizational DocumentsDelaware Limited Liability Company Act). The ▇▇▇▇▇▇ Interests (i) constitute 100% of the limited liability company interests in ▇▇▇▇▇▇ Frac LLC and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Texas Business Organizations CodeDelaware Limited Liability Company Act). The None of the Contributed Interests, the ▇▇▇▇▇▇ Interests or the partnership interests in P66 Opco are not subject to and or were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such intereststhe Contributed Interests, VEX’s Organizational Documents▇▇▇▇▇▇ Frac LLC or P66 Opco, as applicable, the organizational documents of any Contributed Entity, ▇▇▇▇▇▇ Frac LLC or P66 Opco, or any Contract contract, arrangement or agreement to which the Contributor P66 Company, PDI, any Contributed Entity, ▇▇▇▇▇▇ Frac LLC, P66 Opco or any of its Affiliates their respective Subsidiaries is a party or to which it or any of its their respective properties or assets (including the Contributed Assets) is otherwise bound. (b) As of immediately prior to the Closing, the Contributor PDI has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentsor created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, Taxes or claims. There are no options, warrants, purchase rights, Contracts contracts, commitments or other securities exercisable or exchangeable for any equity interests of VEX, the Contributed Entities or any other commitments or Contracts agreements providing for the issuance of additional equity interestsinterests in the Contributed Entities or P66 Opco, or for the repurchase or redemption of the Contributed Interests, or any Contracts agreements of any kind which that may obligate VEX any Contributed Entity or P66 Opco to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating the Partnership will have good and valid record and beneficial title to such the Contributed Interests, free and clear of any Liens. (c) As of the Closing, Opco General Partner and Alpha LLC will have good and valid record and beneficial title to the noneconomic general partner interest and a 25% limited partner interest, respectively, in P66 Opco, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentsor created by the limited partnership agreement or other organizational or governance documents of P66 Opco, the Securities Act or applicable securities laws, such general partner interest and limited partner interest will be free and clear of any restrictions on transfer, TaxesTaxes or claims. As of the Closing, there will not be any options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of P66 Opco or any other commitments or agreements providing for the issuance of additional equity interests in P66 Opco, or for the repurchase or redemption of the general partner interest or limited partner interest in P66 Opco held by Opco General Partner and Alpha LLC, respectively, or any agreements of any kind that may obligate P66 Opco to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. As of the Closing, Opco General Partner will be the sole general partner of P66 Opco. (d) The Sponsor Entities have, and as of the Closing, P66 Opco will have, good and valid record and beneficial title to the ▇▇▇▇▇▇ Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of ▇▇▇▇▇▇ Frac LLC, the Securities Act or applicable securities laws, the ▇▇▇▇▇▇ Interests are free and clear of any restrictions on transfer, Taxes or claims. Except as expressly contemplated by this Agreement, there are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of ▇▇▇▇▇▇ Frac LLC or any other commitments or agreements providing for the issuance of additional equity interests in ▇▇▇▇▇▇ Frac LLC, or for the repurchase or redemption of the ▇▇▇▇▇▇ Interests, or any agreements of any kind that may obligate ▇▇▇▇▇▇ Frac LLC to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests.

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) % of the limited liability company interests in VEX the Contributed Entities and (ii) are were duly authorized, authorized and validly issued and are fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Texas Business Organizations CodeDelaware Limited Liability Company Act). The To the knowledge of the P66 Parties, the ▇▇▇▇▇▇ Interests (i) constitute 100% of the limited liability company interests in ▇▇▇▇▇▇ Frac LLC and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). None of the Contributed Interests, the ▇▇▇▇▇▇ Interests or the partnership interests in P66 Opco are not subject to and or were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such intereststhe Contributed Interests, VEX’s Organizational Documents▇▇▇▇▇▇ Frac LLC or P66 Opco, as applicable, the organizational documents of any Contributed Entity, ▇▇▇▇▇▇ Frac LLC, P66 Opco or any Contract contract, arrangement or agreement to which P66 Company, PDI or any Contributed Entity or, to the Contributor knowledge of the P66 Parties, ▇▇▇▇▇▇ Frac LLC, P66 Opco or any of its Affiliates their respective Subsidiaries is a party or to which it or any of its their respective properties or assets (including the Contributed Assets) is otherwise bound. (b) As of immediately prior to the Closing, the Contributor PDI has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentsor created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, Taxes or claims. There are no options, warrants, purchase rights, Contracts contracts, commitments or other securities exercisable or exchangeable for any equity interests of VEX, the Contributed Entities or any other commitments or Contracts agreements providing for the issuance of additional equity interestsinterests in the Contributed Entities or, to the knowledge of the P66 Parties, P66 Opco, or for the repurchase or redemption of the Contributed Interests, or any Contracts agreements of any kind which that may obligate VEX any Contributed Entity or, to the knowledge of the P66 Parties, P66 Opco to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating the Partnership will have good and valid record and beneficial title to such the Contributed Interests, free and clear of any Liens. (c) The Sponsor Entities each have good and valid record and beneficial title to a 25% limited partner interest in P66 Opco, free and clear of any and all Liens, and, to the P66 Parties’ knowledge, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentsor created by the limited partnership agreement or other organizational or governance documents of P66 Opco, the Securities Act or applicable securities laws, such limited partner interest is free and clear of any restrictions on transfer, TaxesTaxes or claims. As of the Closing, to the P66 Parties’ knowledge, there will not be any options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of P66 Opco or any other commitments or agreements providing for the issuance of additional equity interests in P66 Opco, or for the repurchase or redemption of any limited partner interest in P66 Opco held by the Sponsor Entities or any agreements of any kind that may obligate P66 Opco to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. (d) To the P66 Parties’ knowledge, P66 Opco has good and valid record and beneficial title to the ▇▇▇▇▇▇ Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of ▇▇▇▇▇▇ Frac LLC, the Securities Act or applicable securities laws, the ▇▇▇▇▇▇ Interests are free and clear of any restrictions on transfer, Taxes or claims. To the P66 Parties’ knowledge, except as expressly contemplated by this Agreement, there are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of ▇▇▇▇▇▇ Frac LLC or any other commitments or agreements providing for the issuance of additional equity interests in ▇▇▇▇▇▇ Frac LLC, or for the repurchase or redemption of the ▇▇▇▇▇▇ Interests, or any agreements of any kind that may obligate ▇▇▇▇▇▇ Frac LLC to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests.

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) % of the limited liability company interests in VEX Hills Holding and (ii) are have been duly authorized, authorized and validly issued and are fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the Texas Business Organizations Code)assessable. The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, VEX’s Organizational Documents, or any Contract to which the Contributor or any of its Affiliates is a party or to which it or any of its properties or assets is otherwise bound. (b) As of immediately Immediately prior to the Closing, the Contributor has Spectra Parties will have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, andLiens or Taxes, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documentsor created by the limited liability company agreement or other organizational or governance documents of Hills Holding, the Securities Act of 1933, as amended (the “Securities Act”) or other applicable securities laws. The Contributed Interests are free not subject to and clear were not issued in violation of any restrictions on transferPreferential Right under any law or regulation applicable to such Contributed Interests, TaxesHills Holding’s organizational documents, or claimsany contract, arrangement or agreement to which any Spectra Party or Hills Holding is a party or to which it or any of their respective properties or assets is otherwise bound. There Except as set forth in the organizational or governance documents of Hills Holding, there are no options, warrants, purchase rights, Contracts contracts, commitments or other securities exercisable or exchangeable for any equity interests of VEX, Hills Holding or any other commitments or Contracts agreements providing for the issuance of additional equity interestsinterests in Hills Holding, or for the repurchase or redemption of the Contributed Interests, or any Contracts agreements of any kind which may obligate VEX Hills Holding to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after following the Closing, EnLink Operating the Company will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities laws or as provided or created by the limited liability company agreement or other organizational or governance documents of Hills Holding, the Securities Act, or other applicable securities laws. (b) Hills Holding has good and valid record and beneficial title to 100% of the limited liability company interests in VEX’s Organizational Documentseach of the Hills Holding Subsidiaries, free and clear of any restrictions on transfer, and all Liens or Taxes, except as provided or claimscreated by the limited liability company agreement or other organizational or governance documents of the Hills Holding Subsidiaries, DCP Sand Hills, or DCP Southern Hills, or the Securities Act or other applicable securities laws. Such limited liability company interests have been duly authorized and validly issued and are fully paid and non-assessable. None of the limited liability company interests in any of the Hills Holding Subsidiaries are subject to or were issued in violation of any Preferential Right under any law or regulation applicable to such limited liability company interests, the organizational documents of the Hills Holding Subsidiaries, or any contract, arrangement or agreement to which any Spectra Party, Hills Holding or any Hills Holding Subsidiary is a party or to which it or any of their respective properties or assets is otherwise bound. (c) Immediately prior to Closing, Sand Holding and Southern Holding will have good and valid record and beneficial title to the Sand Hills Interest and the Southern Hills Interest, respectively, free and clear of any and all Liens or Taxes, except as provided or created by the limited liability company agreement or other organizational or governance documents of Sand Holding or Southern Holding, the Sand Hills LLC Agreement, the Southern Hills LLC Agreement or the Securities Act or other applicable securities laws. Except as set forth in the Sand Hills LLC Agreement or the Southern Hills LLC Agreement, as applicable, the Sand Hills/Southern Hills Interests are not subject to (except as provided by the Securities Act or other applicable securities laws) and were not issued in violation of any Preferential Right under any law or regulation applicable to such limited liability company interests, the organizational documents of DCP Sand Hills or DCP Southern Hills, or any contract, arrangement or agreement to which any Spectra Party, Hills Holding, any of the Hills Holding Subsidiaries, DCP Sand Hills or DCP Southern Hills is a party or to which it or any of their respective properties or assets is otherwise bound.

Contributed Interests. (a) The After giving effect to the Internal Reorganization Transactions, the Contributed Interests will (i) constitute one hundred percent (100%) % of the limited liability company interests in VEX WRWI and (ii) are will be duly authorized, authorized and validly issued and fully paid (to the extent required by VEXWRWI’s Organizational Documents) and non-assessable (except as such non-assessability may be affected limited by Section 18-607 of the Texas Business Organizations CodeDelaware Limited Liability Company Act). The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, VEXWRWI’s Organizational Documents, or any Contract to which the Contributor Western or any of its Affiliates Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound. (b) As of immediately prior to the Closing, the Contributor WRSW has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEXWRWI’s Organizational Documents, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. There are no options, warrants, purchase rights, Contracts or other securities exercisable or exchangeable for any equity interests of VEXWRWI, any other commitments or Contracts providing for the issuance of additional equity interests, or for the repurchase or redemption of the Contributed Interests, or any Contracts of any kind which may obligate VEX WRWI to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating the Partnership will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEXWRWI’s Organizational Documents, free and clear of any restrictions on transfer, Taxes, or claims. (c) Other than Western Refining Product Transport, LLC, a Delaware limited liability company, following consummation of the Internal Reorganization Transactions, WRWI does not own, directly or indirectly, (i) any shares of outstanding capital stock of any other Person or securities convertible into or exchangeable for capital stock of any other Person or (ii) any equity or other participating interest in the revenues or profits of any Person, and WRWI is not subject to any obligation to acquire any such interest.