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, the GP Interest (as defined in the Contribution Agreement), in exchange for (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), subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; (ii) Chesapeake Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for 23,913,061 Common Units and 34,538,061 Subordinated Units; (iii) GIP-A shall contribute to the Partnership, as a Capital Contribution, the GIP-A LP Interest (as defined in the Contribution Agreement) in exchange for 7,287,810 Common Units, 12,144,753 Subordinated Units and the right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) GIP-B shall contribute to the Partnership, as a Capital Contribution, the GIP-B LP Interest (as defined in the Contribution Agreement) in exchange for 2,826,853 Common Units, 4,710,802 Subordinated Units and the right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) GIP-C shall contribute to the Partnership, as a Capital Contribution, the GIP-C LP Interest (as defined in the Contribution Agreement) in exchange for 10,610,898 Common Units, 17,682,506 Subordinated Units and the right to receive 51.1971577% of the Deferred Issuance and Distribution.

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, the GP Interest (as defined in the Contribution Agreement), in exchange for (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), subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; (ii) Chesapeake Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for 23,913,061 Common Units and 34,538,061 Subordinated Units; (iii) GIP-GIP- A shall contribute to the Partnership, as a Capital Contribution, the GIP-GIP- A LP Interest (as defined in the Contribution Agreement) in exchange for 7,287,810 Common Units, 12,144,753 Subordinated Units and the right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) GIP-GIP- B shall contribute to the Partnership, as a Capital Contribution, the GIP-GIP- B LP Interest (as defined in the Contribution Agreement) in exchange for 2,826,853 Common Units, 4,710,802 Subordinated Units and the right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) GIP-GIP- C shall contribute to the Partnership, as a Capital Contribution, the GIP-GIP- C LP Interest (as defined in the Contribution Agreement) in exchange for 10,610,898 Common Units, 17,682,506 Subordinated Units and the right to receive 51.1971577% of the Deferred Issuance and Distribution.

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, the GP Interest (as defined all of its ownership interests in the Contribution Agreement), New Xxxxxx and Xxxxxx XX LLC in exchange for (A) a continuation of its 138,776 General Partner Interest equal to a Units representing the 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution)General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; (ii) Chesapeake Holdings the Xxxxxx Xxxx DST Trust shall contribute to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined all of its ownership interest in the Contribution Agreement) New Xxxxxx in exchange for 23,913,061 (A) 148,721 Common Units, and (B) 842,752 Subordinated Units and 34,538,061 Subordinated Units(C) the right to receive reimbursement of certain capitalized expenditures; (iii) GIP-A the Xxxxxx Xxxx HJ Trust shall contribute to the Partnership, as a Capital Contribution, the GIP-A LP Interest (as defined all of its ownership interest in the Contribution Agreement) New Xxxxxx in exchange for 7,287,810 (A) 99,147 Common Units, 12,144,753 (B) 561,834 Subordinated Units and (C) the right to receive 35.1633907% reimbursement of the Deferred Issuance and Distributioncertain capitalized expenditures; (iv) GIP-B Equity Financial shall contribute to the Partnership, as a Capital Contribution, the GIP-B LP Interest (as defined all of its ownership interest in the Contribution Agreement) New Xxxxxx in exchange for 2,826,853 (A) 5,059 Common Units, 4,710,802 (B) 28,665 Subordinated Units and (C) the right to receive 13.6394516% reimbursement of the Deferred Issuance and Distributioncertain capitalized expenditures; and (v) GIP-C New Continental shall contribute to the Partnership, as a Capital Contribution, all of its interests in Xxxxxx XX LLC and the GIP-C LP Interest (as defined remaining interest in the Contribution Agreement) Xxxxxx XX LLC in exchange for 10,610,898 (A) 467,073 Common Units, 17,682,506 (B) 2,646,749 Subordinated Units and (C) the right to receive 51.1971577% reimbursement of certain capitalized expenditures; and (vi) the Deferred Issuance Partnership shall make a cash contribution to New Xxxxxx and Distributiona cash contribution to Continental LP, in each case to repay outstanding indebtedness and a cash contribution to Operating Company to replenish working capital.

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, the GP Interest (as defined in the Contribution Agreement), in exchange for (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), subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; (ii) Chesapeake Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for 23,913,061 Common Units and 34,538,061 Subordinated Units; (iii) GIP-A GIP‑A shall contribute to the Partnership, as a Capital Contribution, the GIP-A GIP‑A LP Interest (as defined in the Contribution Agreement) in exchange for 7,287,810 Common Units, 12,144,753 Subordinated Units and the right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) GIP-B GIP‑B shall contribute to the Partnership, as a Capital Contribution, the GIP-B GIP‑B LP Interest (as defined in the Contribution Agreement) in exchange for 2,826,853 Common Units, 4,710,802 Subordinated Units and the right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) GIP-C GIP‑C shall contribute to the Partnership, as a Capital Contribution, the GIP-C GIP‑C LP Interest (as defined in the Contribution Agreement) in exchange for 10,610,898 Common Units, 17,682,506 Subordinated Units and the right to receive 51.1971577% of the Deferred Issuance and Distribution.

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 contributed to the Partnership, as a Capital Contribution, the GP Interest (as defined a 100% interest in the Contribution Agreement)Paline, in exchange for (Ai) 489,766 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), subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (Bii) the Incentive Distribution Rights; , and (iiiii) Chesapeake Holdings shall contribute approximately $50.0 million in part as a reimbursement for certain capital expenditures incurred with respect to the assets contributed by Delek US to the Partnership for federal income tax purposes pursuant to Treasury Regulation Section 1.707-4(d). On the Closing Date and pursuant to the Contribution Agreement, Delek M&S contributed to the Partnership, as a Capital Contribution, 100% of its interests in Delek Marketing and Delek Marketing GP, LLC, a Delaware limited liability company, in exchange for (i) 2,187,051 Common Units, (ii) approximately $3.1 million in part as a reimbursement for certain capital expenditures incurred with respect to the Holdings LP Interest assets contributed by Delek US to the Partnership for federal income tax purposes pursuant to Treasury Regulation Section 1.707-4(d) and (as defined iv) the Deferred Issuance and Distribution upon the earlier to occur of (A) the expiration of the Over-Allotment Option or (B) the exercise in full of the Over-Allotment Option. On the Closing Date and pursuant to the Contribution Agreement) in exchange for 23,913,061 Common Units and 34,538,061 Subordinated Units; (iii) GIP-A shall contribute , Lion Oil contributed to the Partnership, as a Capital Contribution, a 100% interest in each of SALA, El Dorado and Magnolia and the GIP-A LP Interest (as defined in the Contribution Agreement) Terminals, in exchange for 7,287,810 (i) 612,207 Common Units, 12,144,753 Subordinated Units and the right to receive 35.1633907% of the Deferred Issuance and Distribution; (ivii) GIP-B shall contribute to the Partnership, as a Capital Contribution, the GIP-B LP Interest (as defined in the Contribution Agreement) in exchange for 2,826,853 Common 11,999,258 Subordinated Units, 4,710,802 Subordinated Units and the right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) GIP-C shall contribute to the Partnership, as a Capital Contribution, the GIP-C LP Interest (as defined in the Contribution Agreement) in exchange for 10,610,898 Common Units, 17,682,506 Subordinated Units and the right to receive 51.1971577% of the Deferred Issuance and Distribution.

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, the GP Interest (as defined in the Contribution Agreement), in exchange for (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), subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; (ii) Chesapeake Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for 23,913,061 Common Units and 34,538,061 Subordinated Units; (iii) GIP-A GIP‑A shall contribute to the Partnership, as a Capital Contribution, the GIP-A GIP‑A LP Interest (as defined in XXXXXXXX PARTNERS L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP the Contribution Agreement) in exchange for 7,287,810 Common Units, 12,144,753 Subordinated Units and the right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) GIP-B GIP‑B shall contribute to the Partnership, as a Capital Contribution, the GIP-B GIP‑B LP Interest (as defined in the Contribution Agreement) in exchange for 2,826,853 Common Units, 4,710,802 Subordinated Units and the right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) GIP-C GIP‑C shall contribute to the Partnership, as a Capital Contribution, the GIP-C GIP‑C LP Interest (as defined in the Contribution Agreement) in exchange for 10,610,898 Common Units, 17,682,506 Subordinated Units and the right to receive 51.1971577% of the Deferred Issuance and Distribution.

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, the GP Interest (as defined in the Contribution Agreement), in exchange for (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), subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; (ii) Chesapeake Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for 23,913,061 Common Units and 34,538,061 Subordinated Units; (iii) GIP-GIP- A shall contribute to the Partnership, as a Capital Contribution, the GIP-GIP- A LP Interest (as defined in the Contribution Agreement) in exchange for 7,287,810 Common Units, 12,144,753 Subordinated Units and the XXXXXXXX PARTNERS L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) GIP-GIP- B shall contribute to the Partnership, as a Capital Contribution, the GIP-GIP- B LP Interest (as defined in the Contribution Agreement) in exchange for 2,826,853 Common Units, 4,710,802 Subordinated Units and the right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) GIP-GIP- C shall contribute to the Partnership, as a Capital Contribution, the GIP-GIP- C LP Interest (as defined in the Contribution Agreement) in exchange for 10,610,898 Common Units, 17,682,506 Subordinated Units and the right to receive 51.1971577% of the Deferred Issuance and Distribution.

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, the GP Interest (as defined in the Contribution Agreement), in exchange for (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), subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; (ii) Chesapeake Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for 23,913,061 Common Units and 34,538,061 Subordinated Units; (iii) GIP-A shall contribute to the Partnership, as a Capital Contribution, the GIP-A LP Interest (as defined in the Contribution Agreement) in exchange for 7,287,810 Common Units, 12,144,753 Subordinated Units and the right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) GIP-B shall contribute to the Partnership, as a Capital Contribution, the GIP-B LP Interest (as defined in the Contribution Agreement) in exchange for 2,826,853 Common Units, 4,710,802 Subordinated Units and the right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) GIP-C shall contribute to the Partnership, as a Capital Contribution, the GIP-C LP Interest (as defined in the Contribution Agreement) in exchange for 10,610,898 Common Units, 17,682,506 Subordinated Units and the right to receive 51.1971577% of the Deferred Issuance and Distribution.. ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP