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 contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) in exchange for the continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined in the Contribution Agreement) in exchange for 8,666,400 Common Units, 12,397,000 Subordinated Units and the right to receive the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interest, 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 Section 12.8, 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 contributed Partnership issued to the PartnershipGeneral Partner, as in part representing a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) in exchange for the continuation of its 2% General Partner Interest equal (before giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), and in part on behalf of the Organizational Limited Partner, 383,694 General Partner Units (subject to all of the rights, privileges and duties of the General Partner under this Agreement), and the Incentive Distribution Rights, (ii) the Partnership distributed to the Organizational Limited Partner $18,000,000 and issued to the Organizational Limited Partner 4,025,500 Common Units and 9,775,500 Subordinated Units representing a 2recapitalized 71.9% Percentage Limited Partner Interest (after before giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General a Limited Partner under this Agreement, (iiiii) OCI Wyoming Co. contributed to the Partnership its 10.02% limited partner interest in Operating Company, in exchange for a cash payment of $65,500,000, and (iv) (x) the Partnership issued to the Organizational Limited Partner the right to receive the issuance of additional Common Units described in clause (a) of the definition of “Deferred Issuance and Distribution,” (y) the Partnership issued to OCI Chemical, on behalf of the Organizational Limited Partner, the right to receive the distribution(s) of cash described in clause (b) of the definition of “Deferred Issuance and Distribution” and (z) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability Partner, on behalf of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed to the PartnershipPartner, as a Capital Contribution, the Holdings Contribution (as defined in the Contribution Agreement) in exchange for 8,666,400 Common Units, 12,397,000 Subordinated Units and the right to receive the additional General Partner Units described in clause (c) of the definition of “Deferred Issuance and Distribution.” (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued in the Initial Public Offering, (ii) the Common Units, Subordinated Units and Subordinated Units Incentive Distribution Rights issued pursuant to Section 5.2(a) (including any common units Common Units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and (iii) any Common Units issued pursuant to Section 5.115.11 and (iv) any Common Units issued upon the conversion of any Partnership Interests), the General Partner may, in order to maintain the Percentage Interest with respect to its Percentage General Partner Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (iA) the quotient determined by dividing (Ax) the General Partner’s Percentage Interest with respect to the General Partner Interests immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100% less the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 100 less the General Partner’s Percentage Interest times (ii) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Except as set forth in Section 12.8Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to the General Partner of a proportionate number of additional General Partner Units.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner contributed shall contribute to the Partnership, as a Capital Contribution, the GP Contribution (as defined all of its ownership interests in the Contribution Agreement) Cowtown Entities, in exchange for the (A) 469,944 General Partner Units representing a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined all of its limited partner interests in the Contribution Agreement) Cowtown Entities in exchange for 8,666,400 5,696,752 Common Units, 12,397,000 11,513,625 Subordinated Units and the right to receive $162.1 million in reimbursement for certain capital expenditures and return of investment capital; and (iii) the Deferred Issuance Private Investors shall contribute to the Partnership, as a Capital Contribution, all of their limited partner interests in the Cowtown Entities in exchange for 816,873 Common Units and Distributionthe right to receive $7.7 million in reimbursement for certain capital expenditures and return of investment capital. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including ), any common units Class B Units issued pursuant to the Deferred Issuance Section 5.11 and Distribution), the any Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11Class B Units), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, 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 Section 12.8Article 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 contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined all of its ownership interests in the Contribution Agreement) Cheniere Energy Investments, LLC in exchange for the (A) 3,302,045 General Partner Units representing a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights, and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner Cheniere LNG Holdings contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined all of its ownership interests in the Contribution Agreement) Cheniere Energy Investments, LLC in exchange for 8,666,400 (A) 21,362,193 Common Units, 12,397,000 (B) 135,383,831 Subordinated Units and Units, (C) the right to receive distributions in certain circumstances from the Deferred Issuance Distribution Reserve Account pursuant to the terms of Section 5.11 and Distribution(D) the obligation to make contributions in certain circumstances to the Distribution Reserve Account pursuant to the terms of the Contribution Agreement. (b) Upon the issuance of any additional Limited Partner Interests Interests, except as provided in Section 5.12(b)(iii)(B) or Section 5.12(b)(vi)(E), by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (iI) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less 100% minus the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (iiII) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 12.8Article 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 contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined a 2.0% interest in the Contribution Agreement) Operating Company, in exchange for the (i) 996,320 General Partner Units representing a continuation of its 2% General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, Agreement and (ii) the Partnership issued Incentive Distribution Rights. On the Closing Date and pursuant to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Contribution Agreement, Summit Midstream Partners, and (iii) the Organizational Limited Partner LLC contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined a 98.0% limited liability company member interest in the Contribution Agreement) Operating Company, in exchange for 8,666,400 (i) 11,904,850 Common Units, 12,397,000 (ii) 24,409,850 Subordinated Units and the (iii) a right to receive $88.0 million in part as a reimbursement for certain capital expenditures incurred with respect to the Deferred Issuance and Distributionassets of the Operating Company pursuant to Treasury Regulation Section 1.707-4(d). (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued in pursuant to the Initial Public Offering, (ii) the Common Units, Subordinated Units and Subordinated Units Incentive Distribution Rights issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and (iii) any Common Units issued pursuant to Section 5.115.11 and (iv) any Common Units issued upon the conversion of any Partnership Interests), the General Partner may, in order to maintain the Percentage Interest with respect to its Percentage General Partner Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (iA) the quotient determined by dividing (Ax) the General Partner’s Percentage Interest with respect to the General Partner Interests immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100% less the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 100 less the General Partner’s Percentage Interest times (ii) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Except as set forth in Any Capital Contribution pursuant to this Section 12.8, 5.2(b) shall be evidenced by the issuance to the General Partner shall not be obligated to make any of a proportionate number of additional Capital Contributions to the PartnershipGeneral Partner Units.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner contributed shall contribute to the Partnership, as a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) in exchange for the continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, (ii) the Partnership issued shall issue to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited PartnersRights, and (iii) the Organizational Limited Partner contributed OTA shall contribute to the Partnership, as a Capital Contribution, the Holdings OTA Contribution (as defined in the Contribution Oiltanking Partners, L.P. First Amended and Restated Agreement of Limited Partnership Agreement), (iv) in exchange for 8,666,400 the Partnership will issue to OTA 3,581,032 Common Units, 12,397,000 10,457,842 Subordinated Units and the right to receive the Deferred Issuance and Distribution, (v) OTB Holdco shall contribute to the Partnership, as a Capital Contribution, the OTB Holdco Contribution (as defined in the Contribution Agreement) and (vi) the Partnership will issue to OTB Holdco 4,368,869 Common Units and 8,992,059 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, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units Common Units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interest, 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 Section 12.8, 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 contributed shall contribute to the Partnership, as a Capital Contribution, the LRM GP Contribution (as defined in the Contribution Agreement) in exchange for the 22,400 General Partner Units, representing a continuation of its General Partner Interest equal to with a 20.1% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, Agreement and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Fund Group shall contribute and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed sell to the Partnership, in part as a Capital Contribution, the Holdings Contribution MLP Assets (as defined in the Contribution Agreement) and the net profits interests that burden the MLP Assets in exchange for 8,666,400 6,249,600 Common Units, 12,397,000 6,720,000 Subordinated Units Units, the right to receive $289.9 million in part as reimbursement for certain capital expenditures and in part as payment for a portion of the net profits interests that burden the MLP Assets, the assumption of $27.3 million of LRR-A’s indebtedness and the right to receive the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Public Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Over-Allotment Option or the Deferred Issuance and Distribution), the any Common Units issued upon conversion of the Subordinated Units and or any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, 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 Section 12.8, 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 contributed shall contribute to the Partnership, as a Capital Contribution, the LRM GP Contribution (as defined in the Contribution Agreement) in exchange for the 22,400 General Partner Units, representing a continuation of its General Partner Interest equal to with a 20.1% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, Agreement and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Fund Group shall contribute and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed sell to the Partnership, in part as a Capital Contribution, the Holdings Contribution MLP Assets (as defined in the Contribution Agreement) and the net profits interests that burden the MLP Assets in exchange for 8,666,400 4,838,400 Common Units, 12,397,000 6,720,000 Subordinated Units Units, the right to receive $289.9 million in part as reimbursement for certain capital expenditures and in part as payment for a portion of the net profits interests that burden the MLP Assets, the assumption of $27.3 million of LRR-A’s indebtedness and the right to receive the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Public Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Over-Allotment Option or the Deferred Issuance and Distribution), the any Common Units issued upon conversion of the Subordinated Units and or any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, 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 Section 12.8, 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 contributed shall contribute to the Partnership, as a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) in exchange for the continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, (ii) the Partnership issued shall issue to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed shall contribute to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined in the Contribution Agreement) in exchange for 8,666,400 Common Units, 12,397,000 Subordinated Units and the right to receive the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interest, 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 Section 12.8, 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 contributed shall contribute to the Partnership, as a Capital Contribution, the GP Contribution (as defined a 100% limited liability company interest in the Contribution Agreement) WPP Holdings in exchange for the (i) 684,869 General Partner Units representing a continuation of its 2% General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, (ii) the Partnership issued to the General Partner 6,350,668 Common Units, (iii)10,957,900 Subordinated Units and (iv) the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined in the Contribution Agreement) in exchange for 8,666,400 Common Units, 12,397,000 Subordinated Units and the right to receive the Deferred Issuance and DistributionRights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units issued pursuant to the Over-Allotment Option, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including ), any common units Class B Units issued pursuant to the Deferred Issuance Section 5.11 and Distribution), the any Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11Class B Units), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, 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 with respect to its General Partner Units immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (B) 100 100% less the General Partner’s Percentage Interest with respect to its General Partner Units immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. In the case of a contribution of Common Units by the General Partner to the Partnership as an additional Capital Contribution pursuant to this Section 5.2(b), the Agreed Value of such Common Units shall be an amount per Common Unit contributed equal to the Current Market Price per Common Unit as of the date of the contribution. Except as set forth in Section 12.8Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) On each date provided for reimbursement of expenses to the General Partner pursuant to Section 7.4(b), the General Partner shall contribute an amount to the Partnership, as a Capital Contribution, equal to the amount of any Excess G&A Expenses outstanding on such date.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner contributed shall contribute to the Partnership, as a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) in exchange for the 35,729 General Partner Units, representing a continuation of its General Partner Interest equal to with a 20.1% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, Agreement and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Fund Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed shall contribute to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined in the Contribution Agreement) in exchange for 8,666,400 11,297,737 Common Units, 12,397,000 7,145,866 Subordinated Units Units, the right to receive $300.0 million in reimbursement for certain capital expenditures and the right to receive the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Over-Allotment Option or the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units or Class B Units and any Common Class B Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, 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 Section 12.8, 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 contributed shall contribute to the Partnership, as a Capital Contribution, the GP Contribution (as defined all of its ownership interests in the Contribution Agreement) Cheniere Energy Investments, LLC in exchange for the (A) 3,302,045 General Partner Units representing a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights, and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed Cheniere LNG Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined all of its ownership interests in the Contribution Agreement) Cheniere Energy Investments, LLC in exchange for 8,666,400 (A) 21,362,193 Common Units, 12,397,000 (B) 135,383,831 Subordinated Units and Units, (C) the right to receive distributions in certain circumstances from the Deferred Issuance Distribution Reserve Account pursuant to the terms of Section 5.11 and Distribution(D) the obligation to make contributions in certain circumstances to the Distribution Reserve Account pursuant to the terms of 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, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (iI) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less 100% minus the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (iiII) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 12.8Article 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 contributed to the Partnership, as a Capital Contribution, the a 4% interest in Targa North Texas GP Contribution LLC, a Delaware limited liability company (as defined in the Contribution Agreement) “North Texas GP”), in exchange for the (A) 578,127 General Partner Units representing a continuation of its 2% General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, Agreement and (B) the Incentive Distribution Rights; (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner Targa GP Inc. contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined a 96% interest in the Contribution Agreement) North Texas GP, in exchange for 8,666,400 Common Units5,475,052 subordinated units of the Partnership, 12,397,000 Subordinated Units and (iii) Targa LP Inc. contributed to the right to receive Partnership, as a Capital Contribution, all of its interest in Targa North Texas LP, a Delaware limited partnership, in exchange for 6,053,179 subordinated units of the Deferred Issuance and DistributionPartnership. (b) Upon the issuance of additional Common Units pursuant to the Over-Allotment Option, the Partnership issued to the General Partner that number of additional General Partner Units equal to 2/98ths of the number of Common Units so issued pursuant to the Over-Allotment Option, and the General Partner is not obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. (c) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated issued pursuant to the Over-Allotment Option, the subordinated units of the Partnership issued pursuant to Section 5.2(a), any Class B Units issued pursuant to Section 5.2(a) (including 5.11 and any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11Class B Units), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, 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 Section 12.8Article 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 contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) ), in exchange for the continuation of its (A) a General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, ; (B) 5,303,546 Common Units and 5,521,094 Subordinated Units; and (C) the right to receive the Deferred Issuance and Distribution; (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, ; and (iii) the Organizational Limited Partner TII contributed to the Partnership, as a Capital Contribution, the Holdings TII Contribution (as defined in the Contribution Agreement) in exchange for 8,666,400 733,211 Common Units, 12,397,000 Subordinated Units and the right to receive the Deferred Issuance and Distribution752,876 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, the Common Units, Subordinated Units and Subordinated Units Incentive Distribution Rights issued pursuant to Section 5.2(a) (including any common units Common Units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interest, 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 Section 12.8, 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 contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) in exchange for the continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined in the Contribution Agreement) in exchange for 8,666,400 Common Units, 12,397,000 Subordinated Units and the right to receive the Deferred Issuance and Distribution.[Reserved] (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the issuance of the Common Units issued in the Initial Offering, Offering and other than the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion issuance of the Subordinated Units and any Common Units issued pursuant to Section 5.11the Over-Allotment Option and other than Common Units purchased by the General Partner to the extent the Over-Allotment Option is not exercised), the General Partner maymay make, in order but is not obligated to maintain its Percentage Interestmake, make additional Capital Contributions in up to an amount equal to (i) the product obtained by multiplying (iA) the quotient (such quotient being referred to as the “General Partner Quotient”) determined by dividing dividing (A1) the General Partner’s Percentage Interest immediately prior to the issuance of any additional Limited Partner Interests by the Partnership by (B2) 100 the sum of 100% less the General Partner’s Percentage Interest immediately prior to the issuance of any additional Limited Partner Interests by the Partnership, times (iiB) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner InterestsInterests less (ii) the General Partner Quotient of any amount so contributed by such Limited Partners that is used by the Partnership concurrently with such contribution to redeem or repurchase from any Person outstanding Limited Partner Interests of the same class as the Limited Partner Interests issued to such Limited Partners at a price per Limited Partner Interest equal to the net proceeds per Limited Partner Interest, before expenses, that the Partnership receives from such issuance. Except Notwithstanding the preceding sentence and except as set forth in Section 12.8Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) Any payment made to the Partnership Group by the General Partner or its Affiliates pursuant to or V of the Omnibus Agreement or payments made pursuant to Section 5.2, 5.4 or 5.5 of the Omnibus Agreement shall be treated for purposes of this Agreement as a Capital Contribution by the General Partner 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 contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) Interest, in exchange for the (A) 1,083,115 General Partner Units representing a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner Holdings contributed to the Partnership, as a Capital Contribution, the Holdings Partnership Contribution (as defined in the Contribution Agreement) Interests in exchange for 8,666,400 4,973,806 Common Units, 12,397,000 Subordinated Units 26,536,306 subordinated units of the Partnership (which have subsequently converted to Common Units) and the right to receive the Deferred Issuance and DistributionDistribution upon the earlier to occur of (x) the expiration of the Over-Allotment Option or (y) the exercise in full of the Over-Allotment Option. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated subordinated units of the Partnership (which have subsequently converted to Common Units) issued pursuant to Section 5.2(a), any Class B Units issued pursuant to Section 5.2(a) (including 5.11 and any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11Class B Units), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, 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 Section 12.8Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) To the extent (i) expenses allocated to the Partnership Group in any period in accordance with GAAP for general and administrative services provided pursuant to the Omnibus Agreement exceed the G&A Expense Limit (as such term is defined in the Omnibus Agreement) or (ii) any Excess Bonus Expenses (as such term is defined in the Services and Secondment Agreement) are allocated to the Partnership Group in accordance with GAAP for any period, the excess noted in clause (i) or Excess Bonus Expenses, if any, shall be treated as a Capital Contribution by Anadarko 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 contributed to the Partnershipshall contribute, as a Capital Contribution, the GP Contribution (as defined in Interest to the Contribution Agreement) Partnership, in exchange for the (A) a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed to the PartnershipPAA shall contribute, as a Capital Contribution, the Holdings Partnership Contribution (as defined in the Contribution Agreement) Interests, in exchange for 8,666,400 18,106,529 Common Units, 12,397,000 13,934,351 Series A Subordinated Units and 11,500,000 Series B Subordinated Units and the right to receive the Deferred Issuance and Distribution upon the earlier to occur of (x) the expiration of the Over-Allotment Option or (y) the Option Closing Date. Upon the earlier to occur of (x) the expiration of the Over-Allotment Option or (y) the Option Closing Date, the Partnership will issue the additional Common Units and/or reimburse the cash, as applicable, to PAA necessary to satisfy the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage exchange for an additional General Partner Interest, 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 Section 12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership, but if the General Partner does not make additional Capital Contributions pursuant to this Section 5.2(b) in connection with the issuance of any additional Limited Partner Interests, the Percentage Interest attributable to the General Partner Interest shall be decreased (as provided in the definition of General Partner Interest). (c) Effective as of the date of this Agreement, 2,000,000 Series A Subordinated Units shall convert into an equal number of Series B Subordinated Units, such that, after giving effect to such conversion, PAA shall hold an aggregate of 11,934,351 Series A Subordinated Units and an aggregate of 13,500,000 Series B Subordinated Units. Following such conversion, the portion of Capital Accounts attributable to the Series A Subordinated Units converted into Series B Subordinated Units (calculated after giving effect to the adjustment to the Capital Accounts pursuant to Section 5.5(d)(i)) shall be treated as being attributable to the Series B Subordinated Units.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) in exchange for the continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined in the Contribution Agreement) in exchange for 8,666,400 Common Units, 12,397,000 Subordinated Units and the right to receive the Deferred Issuance and Distribution.[Reserved] (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the issuance of the Common Units issued in the Initial Offering, Offering and other than the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion issuance of the Subordinated Units and any Common Units issued pursuant to Section 5.11the Over-Allotment Option and other than Common Units purchased by the General Partner to the extent the Over-Allotment Option is not exercised), the General Partner maymay make, in order but is not obligated to maintain its Percentage Interestmake, make additional Capital Contributions in up to an amount equal to (i) the product obtained by multiplying (iA) the quotient (such quotient being referred to as the “General Partner Quotient”) determined by dividing (A1) the General Partner’s Percentage Interest immediately prior to the issuance of any additional Limited Partner Interests by the Partnership by (B2) 100 the sum of 100% less the General Partner’s Percentage Interest immediately prior to the issuance of any additional Limited Partner Interests by the Partnership, times (iiB) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner InterestsInterests less (ii) the General Partner Quotient of any amount so contributed by such Limited Partners that is used by the Partnership concurrently with such contribution to redeem or repurchase from any Person outstanding Limited Partner Interests of the same class as the Limited Partner Interests issued to such Limited Partners at a price per Limited Partner Interest equal to the net proceeds per Limited Partner Interest, before expenses, that the Partnership receives from such issuance. Except Notwithstanding the preceding sentence and except as set forth in Section 12.8Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) Any payment made to the Partnership Group by the General Partner or its Affiliates pursuant to or V of the Omnibus Agreement or payments made pursuant to Section 5.2, 5.4 or 5.5 of the Omnibus Agreement shall be treated for purposes of this Agreement as a Capital Contribution by the General Partner 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 contributed shall contribute to the Partnership, as a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) Interest, in exchange for the (A) 1,083,115 General Partner Units representing a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings Partnership Contribution (as defined in the Contribution Agreement) Interests in exchange for 8,666,400 4,973,806 Common Units, 12,397,000 26,536,306 Subordinated Units and the right to receive the Deferred Issuance and DistributionDistribution upon the earlier to occur of (x) the expiration of the Over-Allotment Option or (y) the exercise in full of the Over-Allotment Option. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including ), any common units Class B Units issued pursuant to the Deferred Issuance Section 5.11 and Distribution), the any Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11Class B Units), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, 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 Section 12.8Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. (c) To the extent (i) expenses allocated to the Partnership Group in any period in accordance with GAAP for general and administrative services provided pursuant to the Omnibus Agreement exceed the G&A Expense Limit (as such term is defined in the Omnibus Agreement) or (ii) any Excess Bonus Expenses (as such term is defined in the Services and Secondment Agreement) are allocated to the Partnership Group in accordance with GAAP for any period, the excess noted in clause (i) or Excess Bonus Expenses, if any, shall be treated as a Capital Contribution by Anadarko 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 contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined all of its ownership interests in the Contribution Agreement) Cheniere Energy Investments, LLC in exchange for the (A) 3,302,045 General Partner Units representing a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights, and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner Cheniere LNG Holdings contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined all of its ownership interests in the Contribution Agreement) Cheniere Energy Investments, LLC in exchange for 8,666,400 (A) 21,362,193 Common Units, 12,397,000 (B) 135,383,831 Subordinated Units and Units, (C) the right to receive distributions in certain circumstances from the Deferred Issuance Distribution Reserve Account pursuant to the terms of Section 5.11 and Distribution(D) the obligation to make contributions in certain circumstances to the Distribution Reserve Account pursuant to the terms of the Contribution Agreement. (b) Upon the issuance of any additional Limited Partner Interests Interests, except as provided in Section 5.12(b)(iii)(B) or Section 5.12(b)(vi)(E), by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (iI) the quotient determined by dividing dividing (A) the General Partner’s Percentage Interest by (B) 100 less 100% minus the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (iiII) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 12.8Article 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 contributed to the Partnershipshall contribute, as a Capital Contribution, the GP Contribution (as defined in Interest to the Contribution Agreement) Partnership, in exchange for the (A) a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed to the PartnershipPAA shall contribute, as a Capital Contribution, the Holdings Partnership Contribution (as defined in the Contribution Agreement) Interests, in exchange for 8,666,400 18,106,529 Common Units, 12,397,000 13,934,351 Series A Subordinated Units and 11,500,000 Series B Subordinated Units and the right to receive the Deferred Issuance and Distribution upon the earlier to occur of (x) the expiration of the Over-Allotment Option or (y) the Option Closing Date. Upon the earlier to occur of (x) the expiration of the Over-Allotment Option or (y) the Option Closing Date, the Partnership will issue the additional Common Units and/or reimburse the cash, as applicable, to PAA necessary to satisfy the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage exchange for an additional General Partner Interest, 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 Section 12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership, but if the General Partner does not make additional Capital Contributions pursuant to this Section 5.2(b) in connection with the issuance of any additional Limited Partner Interests, the Percentage Interest attributable to the General Partner Interest shall be decreased (as provided in the definition of General Partner Interest).

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined in the Contribution Agreement) in exchange for the continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined in the Contribution Agreement) in exchange for 8,666,400 Common Units, 12,397,000 Subordinated Units and the right to receive the Deferred Issuance and Distribution.. Rhino Resource Partners LP Fourth Amended and Restated Agreement of Limited Partnership (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interest, 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 Section 12.8, 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 contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined all of its ownership interests in the Contribution Agreement) Cheniere Energy Investments, LLC in exchange for the (A) 3,302,045 General Partner Units representing a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights, and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner Cheniere LNG Holdings contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined all of its ownership interests in the Contribution Agreement) Cheniere Energy Investments, LLC in exchange for 8,666,400 (A) 21,362,193 Common Units, 12,397,000 (B) 135,383,831 Subordinated Units and Units, (C) the right to receive distributions in certain circumstances from the Deferred Issuance Distribution Reserve Account pursuant to the terms of Section 5.11 and Distribution.(D) the obligation to make contributions in certain circumstances to the Distribution Reserve Account pursuant to the terms of the Contribution Agreement.‌ (b) Upon the issuance of any additional Limited Partner Interests Interests, except as provided in Section 5.12(b)(iii)(B) or Section 5.12(b)(vi)(E), by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, make additional Capital Contributions in an an‌ amount equal to the product obtained by multiplying (iI) the quotient determined by dividing dividing (A) the General Partner’s Percentage Interest by (B) 100 less 100% minus the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (iiII) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 12.8Article 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 contributed shall contribute to the Partnership, as a Capital Contribution, the GP Contribution (as defined a portion of its ownership interests in the Contribution Agreement) WIC Holdings Company, L.L.C. and El Paso Wyoming Gas Supply Company, L.L.C. in exchange for the 1,732,963 General Partner Units representing a continuation of its 2% General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and the remaining portion of its ownership interests in WIC Holdings Company, L.L.C. and El Paso Wyoming Gas Supply Company, L.L.C. for (A) 121,698 Common Units and 27,727,411 Subordinated Units that the General Partner shall distribute to its sole member and thereafter shall be contributed to Holdings as provided in the Contribution Agreement, (B) the Incentive Distribution Rights, and (C) the right to receive a cash distribution of $665 million in part as reimbursement for certain capital expenditures in accordance with the Contribution Agreement; and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner contributed Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined all of its interest in the Contribution Agreement) EPPP SNG GP Holdings, L.L.C. and EPPP CIG GP Holdings, L.L.C., in exchange for 8,666,400 32,066,088 Common Units, 12,397,000 Subordinated Units and the right to receive the Deferred Issuance and Distribution. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units issued pursuant to the Over-Allotment Option, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including ), any common units Class B Units issued pursuant to the Deferred Issuance Section 5.11 and Distribution), the any Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11Class B Units), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, 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 immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (B) 100 less the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership 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 Section 12.8Article 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 contributed to the Partnership, as a Capital Contribution, the GP Contribution (as defined all of its ownership interests in the Contribution Agreement) Cheniere Energy Investments, LLC in exchange for the (A) 3,302,045 General Partner Units representing a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights, and (ii) the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners, and (iii) the Organizational Limited Partner Cheniere LNG Holdings contributed to the Partnership, as a Capital Contribution, the Holdings Contribution (as defined all of its ownership interests in the Contribution Agreement) Cheniere Energy Investments, LLC in exchange for 8,666,400 (A) 21,362,193 Common Units, 12,397,000 (B) 135,383,831 Subordinated Units and Units, (C) the right to receive distributions in certain circumstances from the Deferred Issuance Distribution Reserve Account pursuant to the terms of Section 5.11 and Distribution(D) the obligation to make contributions in certain circumstances to the Distribution Reserve Account pursuant to the terms of the Contribution Agreement. (b) Upon the issuance of any additional Limited Partner Interests Interests, except as provided in Section 5.12(b)(iii)(B) or Section 5.12(b)(vi)(E), by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interestexchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (iI) the quotient determined by dividing (A) the General Partner’s 's Percentage Interest by (B) 100 less 100% minus the General Partner’s 's Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (iiII) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 12.8Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.