Common use of Contributions by the General Partner and its Affiliates Clause in Contracts

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, all of its ownership interests in the Initial Operating Subsidiaries in exchange for a continuation of its 2% General Partner Interest (representing 414,318 initial General Partner Units), subject to all of the rights, privileges and duties of the General Partner under this Agreement, in accordance with the Contribution Agreement; and (ii) Enterprise OLP shall contribute to the Partnership, as a Capital Contribution, ownership interests in the Initial Operating Subsidiaries (representing 66% of the aggregate ownership interests in the Initial Operating Subsidiaries less the percentage of such ownership interests being contributed by the General Partner and its Affiliates in accordance with Section 5.2(a)(i), in exchange for (A) 7,301,571 Common Units and (B) the right to receive approximately $421.1 million as reimbursement for certain capital expenditures together with additional cash for the contributed assets in accordance with the Contribution Agreement. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering and the Common Units issued pursuant to the Over-Allotment Option), the General Partner may, in exchange for a proportionate number of General Partner Units, make, but is not obligated to make, a contribution in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Sections 11.3(c) and 12.2(ii), the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: : (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, all of its ownership interests in the Initial Operating Subsidiaries Partnership in exchange for (A) a continuation of its 2% General Partner Interest (representing 414,318 initial General Partner Units)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, in accordance with and (B) the Contribution AgreementIncentive Distribution Rights; and and (ii) Enterprise OLP EI shall contribute to the Partnership, as a Capital Contribution, ownership interests in the Initial Operating Subsidiaries (representing 66% all of the aggregate ownership interests in the Initial Operating Subsidiaries less the percentage of such ownership interests being contributed by the General Partner and its Affiliates in accordance with Section 5.2(a)(i), in exchange for (A) 7,301,571 Common Units its member interest in the OLP GP and (B) all of its ownership interest in the right to receive approximately $421.1 million as reimbursement Operating Partnership in exchange for certain capital expenditures together with additional cash for the contributed assets in accordance with the Contribution Agreement825,000 Common Units, 6,325,000 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering and Offering, the Common Units issued pursuant to the Over-Allotment Option, and the Common Units and the Subordinated Units issued pursuant to Section 5.2(a)), the General Partner may, in exchange for a proportionate number of General Partner Units, make, but is not obligated to make, a contribution make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Sections 11.3(c) and 12.2(ii)Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: : (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, all of its ownership interests in the Initial Operating Subsidiaries Partnership in exchange for (A) a continuation of its 2% General Partner Interest (representing 414,318 initial General Partner Units)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, in accordance with and (B) the Contribution AgreementIncentive Distribution Rights; and and (ii) Enterprise OLP Regency Acquisition shall contribute to the Partnership, as a Capital Contribution, ownership interests in the Initial Operating Subsidiaries (representing 66% all of the aggregate ownership interests in the Initial Operating Subsidiaries less the percentage of such ownership interests being contributed by the General Partner and its Affiliates in accordance with Section 5.2(a)(i), in exchange for (A) 7,301,571 Common Units its member interest in the OLP GP and (B) all of its ownership interest in the Operating Partnership in exchange for 5,353,896 Common Units, 19,103,896 Subordinated Units and the right to receive approximately $421.1 197.0 million as reimbursement in cash to reimburse it for certain capital expenditures together with additional cash for the contributed assets in accordance with the Contribution Agreementincurred by it or an affiliate. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering and the Common Units issued pursuant to the Over-Allotment Option)Partnership, the General Partner may, in exchange for a proportionate number of General Partner Units, make, but is not obligated to make, a contribution make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 100% less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Sections 11.3(c) and 12.2(ii)Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: : (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, all of its ownership interests in the Initial Operating Subsidiaries Partnership in exchange for (A) a continuation of its 2% General Partner Interest (representing 414,318 initial General Partner Units)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, in accordance with and (B) the Contribution AgreementIncentive Distribution Rights; and and (ii) Enterprise OLP UCI shall contribute to the Partnership, as a Capital Contribution, ownership interests in the Initial Operating Subsidiaries (representing 66% all of the aggregate ownership interests in the Initial Operating Subsidiaries less the percentage of such ownership interests being contributed by the General Partner and its Affiliates in accordance with Section 5.2(a)(i), in exchange for (A) 7,301,571 Common Units its member interest in the OLP GP and (B) all of its ownership interest in the right to receive approximately $421.1 million as reimbursement Operating Partnership in exchange for certain capital expenditures together with additional cash for the contributed assets in accordance with the Contribution Agreement825,000 Common Units, 6,325,000 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering and Offering, the Common Units issued pursuant to the Over-Allotment Option, and the Common Units and the Subordinated Units issued pursuant to Section 5.2(a)), the General Partner may, in exchange for a proportionate number of General Partner Units, make, but is not obligated to make, a contribution make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Sections 11.3(c) and 12.2(ii)Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.