Common use of Contribution of Oil Export Logistics Assets Clause in Contracts

Contribution of Oil Export Logistics Assets. (a) Notwithstanding any provision of the Logistics GP LLC Agreement to the contrary, HIP LP hereby contributes to MLP GP LP, as a capital contribution, a portion of HIP LP’s limited liability company interests in Logistics GP with a value equal to 2% of the equity value of Logistics GP (the “Logistics Interest”), and MLP GP LP hereby accepts the Logistics Interest as a capital contribution from HIP LP. Notwithstanding any provision of the Logistics GP LLC Agreement to the contrary, MLP GP LP is hereby admitted to Logistics GP as a member of Logistics GP and hereby agrees that it is bound by the Logistics GP LLC Agreement. HIP LP hereby continues as a member of Logistics GP with respect to the portion of its limited liability company interest in Logistics GP not transferred to MLP GP LP. (b) Notwithstanding any provision of the Logistics GP LLC Agreement to the contrary, HIP LP hereby contributes to the Partnership, as a capital contribution, all right, title and interest in and to all of HIP LP’s remaining limited liability company interest in Logistics GP, and the Partnership hereby accepts such capital contribution from HIP LP. Notwithstanding any provision of the Logistics GP LLC Agreement to the contrary, the Partnership is hereby admitted to Logistics GP as a member of Logistics GP and hereby agrees that it is bound by the Logistics GP LLC Agreement. Immediately following such admission, HIP LP shall and does hereby cease to be a member of Logistics GP and shall thereupon cease to have or exercise any right or power as a member of Logistics GP, and Logistics GP is hereby continued without dissolution.

Contribution of Oil Export Logistics Assets. (a) Notwithstanding any provision Tank Cars LLC hereby distributes affiliate receivables in the amount of approximately $[ ] to its sole member, Tank Cars Holdings LLC, such that following such distribution, Tank Cars LLC holds net affiliate receivables in the amount of $[ ]. Tank Car Holdings LLC, in turn, hereby distributes the receivables received from Tank Cars LLC to its sole member, Logistics LLC. Logistics LLC hereby distributes affiliate receivables in the amount of approximately $[ + ] to its sole member, Logistics Holdings LLC, such that following such distribution, Logistics LLC holds net affiliate receivables in the amount of $[ ]. Logistics Holdings LLC, in turn, hereby distributes the receivables received from Logistics LLC to its sole member, Logistics Opco. Logistics Opco, in turn, hereby distributes (i) 1% of the receivables received from Logistics GP Holdings LLC Agreement to its sole general partner, Logistics GP, and (ii) 99% of the contraryreceivables received from Logistics Holdings LLC to its sole limited partner, HIP LP Oil Export Xxxxx. Logistics GP, in turn, hereby distributes the receivables received from Logistics Opco to its sole member, Oil Export Xxxxx. (b) Oil Export Xxxxx hereby contributes to MLP GP LPLogistics GP, as a capital contribution, a portion of HIP LP’s [ ]% limited liability company interests partner interest in Logistics GP with Opco, which limited partner interest is hereby re-designated as a value equal to 2% of the equity value of general partner interest in Logistics Opco; (c) Logistics GP hereby agrees to make a capital contribution to Logistics Opco in the amount of $[ ] (the “Logistics InterestContribution Obligation”), and MLP GP LP hereby accepts the ) in exchange for an additional [ ]% general partner interest in Logistics Interest as a capital contribution from HIP LP. Notwithstanding any provision of the Opco; (d) Logistics GP LLC Agreement to the contrary, MLP GP LP is hereby admitted to Logistics GP as a member of Logistics GP and Opco hereby agrees that to make a distribution to Oil Export Xxxxx to reimburse it is bound by the Logistics GP LLC Agreement. HIP LP hereby continues as a member of Logistics GP for certain capital expenditures incurred with respect to the portion assets of its limited liability company interest Logistics Opco in the amount of $[ ] (the “Logistics GP not transferred to MLP GP LP. (b) Notwithstanding any provision Reimbursement Obligation”). After taking into account the distribution by Logistics Opco in satisfaction of the Logistics Reimbursement Obligation and Logistics GP’s satisfaction of its Logistics Contribution Obligation, the Logistics Percentage Equity Interest of Oil Export Xxxxx and Logistics GP LLC Agreement to shall be as set forth on Exhibit A of the contrary, HIP LP Logistics Opco Partnership Agreement; (e) Oil Export Xxxxx hereby contributes to the Partnership, as a capital contribution, all right, title and interest in and to all 100% of HIP LP’s remaining the limited liability company interests in Logistics GP in exchange for (i) [ ] Common Units and [ ] Subordinated Units, representing an aggregate [ ]% limited partner interest in Logistics GP, and the Partnership hereby accepts such (without giving effect to the Deferred Issuance or any exercise of the Over-Allotment Option), (ii) the right to be reimbursed for certain capital contribution from HIP LPexpenditures incurred with respect to the assets of Logistics Opco in the amount of $[ ] and (iii) the right to receive [ ]% of the Deferred Issuance (the “OEF Deferred Issuance Percentage”). Notwithstanding any provision of the limited liability company agreement of Logistics GP (as amended from time to time, the “Logistics GP LLC Agreement Agreement”) to the contrary, the Partnership is hereby admitted to Logistics GP as a member of Logistics GP and hereby agrees that it is bound by the Logistics GP LLC Agreement. Immediately following such admission, HIP LP Oil Export Xxxxx shall and does hereby cease to be a member of Logistics GP and shall thereupon cease to have or exercise any right or power as a member of Logistics GP, and Logistics GP is hereby continued without dissolution; and (f) the Partnership hereby contributes to the Operating Company, as a capital contribution, 100% of the limited liability company interests in Logistics GP. Notwithstanding any provision of the Logistics GP LLC Agreement to the contrary, the Operating Company is hereby admitted to Logistics GP as a member of Logistics GP and hereby agrees that it is bound by the Logistics GP LLC Agreement. Immediately following such admission, the Partnership shall and does hereby cease to be a member of Logistics GP and shall thereupon cease to have or exercise any right or power as a member of Logistics GP, and Logistics GP is hereby continued without dissolution.

Contribution of Oil Export Logistics Assets. (a) Notwithstanding any provision of the Logistics GP LLC Agreement to the contrary, HIP LP hereby contributes to MLP GP LP, as a capital contribution, a portion of HIP LP’s limited liability company interests in Logistics GP with a value equal to 2[ ]% of the equity value of Logistics GP (the “Logistics Interest”), and MLP GP LP hereby accepts the Logistics Interest as a capital contribution from HIP LP. Notwithstanding any provision of the Logistics GP LLC Agreement to the contrary, MLP GP LP is hereby admitted to Logistics GP as a member of Logistics GP and hereby agrees that it is bound by the Logistics GP LLC Agreement. HIP LP hereby continues as a member of Logistics GP with respect to the portion of its limited liability company interest in Logistics GP not transferred to MLP GP LP. (b) Notwithstanding any provision of the Logistics GP LLC Agreement to the contrary, HIP LP hereby contributes to the Partnership, as a capital contribution, all right, title and interest in and to all of HIP LP’s remaining limited liability company interest in Logistics GP, and the Partnership hereby accepts such capital contribution from HIP LP. Notwithstanding any provision of the Logistics GP LLC Agreement to the contrary, the Partnership is hereby admitted to Logistics GP as a member of Logistics GP and hereby agrees that it is bound by the Logistics GP LLC Agreement. Immediately following such admission, HIP LP shall and does hereby cease to be a member of Logistics GP and shall thereupon cease to have or exercise any right or power as a member of Logistics GP, and Logistics GP is hereby continued without dissolution.