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 Closing Contribution Agreement, (i) the General Partner’s initial general partner interest and its limited partner interest was converted into (A) the 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, and (ii) Crosstex Energy, Inc.’s limited partner interest was converted (taking into account the effect of the Unit Split) into (A) 666,000 Common Units, (B) 9,334,000 Subordinated Units and (C) the right to receive $2.5 million from the Partnership on the Closing Date. (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 and other than the issuance of the Common Units issued pursuant to the Over-Allotment Option), the General Partner shall be required to make additional Capital Contributions equal to 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for the additional Limited Partner Interests issued to such Limited Partners. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Closing Contribution Agreement, (i) the General Partner’s initial general partner interest and its limited partner interest was shall be converted into (A) the 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, and (ii) Crosstex Energy, Inc.’s limited partner interest was converted (taking into account the effect of the Unit Split) into (A) 666,000 Common Units, (B) 9,334,000 Subordinated Units Rights and (C) the a special interest representing a right to receive $2.5 million 256,767.09 from the Partnership on the Closing Date, (ii) Penn Virginia Resource LP Corp.’s 97.5% initial limited partner interest shall be converted into (A) 1,139,411 Common Units, (B) 7,580,235 Subordinated Units and (C) a special interest representing a right to receive $6,940,547.91 from the Partnership on the Closing Date and (iii) Kanawha Rail Corp.’s 0.5% initial limited partner interest shall be converted to (A) 10,469 Common Units and (B) 69,645 Subordinated Units. (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 and other than the issuance of the Common Units issued pursuant to the Over-Allotment Option), the General Partner shall be required to make additional Capital Contributions equal to 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for the such additional Limited Partner Interests issued to such Limited PartnersInterests. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Closing Contribution Agreement, (i) the General PartnerTeekay Shipping Corporation’s 98% initial general partner interest and its limited partner interest was shall be converted into (A) the General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, 8,734,572 Common Units and (B) the Incentive Distribution Rights, and (ii) Crosstex Energy, Inc.’s limited partner interest was converted (taking into account the effect of the Unit Split) into (A) 666,000 Common 14,734,572 Subordinated Units, (B) 9,334,000 Subordinated Units and (C) the right to receive $2.5 million from the Partnership on the Closing Date. (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 and other than the issuance of the Common Units issued pursuant to the Over-Allotment Option), the General Partner shall be required to make additional Capital Contributions equal to (i) 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for the additional Limited Partner Interests issued to such Limited PartnersPartners less (ii) 2/98ths 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 issuances. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Closing Contribution Agreement, : (i) the General Partner’s initial general partner interest and Partner shall contribute to the Partnership, as a Capital Contribution, $2,000,000 in exchange for 200,000 General Partner Units representing a continuation of its limited partner interest was converted into (A) the 2% 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, and ; and (ii) Crosstex EnergyHoldings shall contribute to the Partnership, Inc.’s limited partner interest was converted (taking into account the effect of the Unit Split) into (A) 666,000 as a Capital Contribution, $98,000,000, in exchange for 9,800,000 Common Units, (B) 9,334,000 Subordinated Units and (C) the right to receive $2.5 million from the Partnership on the Closing Date. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the issuance of the Common Units and Incentive Distribution Rights issued in the Initial Offering and other than the issuance of the Common pursuant to Section 5.2(a), any Class B Units issued pursuant to the Over-Allotment OptionSection 5.11 and any Common Units issued upon conversion of Class B Units), the General Partner shall be required to may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to 2/98ths the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest immediately prior to the issuance of any 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 the such additional Limited Partner Interests issued to such Limited PartnersInterests. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Closing Contribution Agreement, (i) the General Partner’s initial Partner shall contribute to the Partnership, as a Capital Contribution, all of its interest in the Operating Partnership other than its 1.0101% general partner interest and its limited partner interest was converted into in the Operating Partnership in exchange for (A) a 1% general partner interest in the General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this AgreementPartnership, and (B) the Incentive Distribution Rights, and (ii) Crosstex EnergyUDS Logistics, Inc.’s LLC, a Delaware limited liability company ("UDS Logistics") shall contribute its limited partner interest was converted (taking into account interests in the effect of Operating Partnership to the Unit Split) into Partnership in exchange for (A) 666,000 Common Units, (B) 9,334,000 9,599,322 Subordinated Units and (CB) the right to receive $2.5 million from the Partnership on the Closing Date4,424,322 Common Units. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than including the issuance of the Common Units issued in the Initial Offering and other than the issuance of the Common Units issued or pursuant to the Over-Allotment Option), the General Partner shall be required to make additional Capital Contributions equal to 2/98ths 1/99th of any amount contributed to the Partnership by the Limited Partners in exchange for the such additional Limited Partner Interests issued to such Limited PartnersInterests. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Closing Contribution Agreement, (i) the General Partner’s 's initial general partner interest and its limited partner interest was shall be converted into (A) the 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, and (ii) Crosstex Energy, Inc.’s 's limited partner interest was converted (taking into account the effect of the Unit Split) into (A) 666,000 Common Units, (B) 9,334,000 Subordinated Units and (C) the right to receive $2.5 million from the Partnership on the Closing Date. (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 and other than the issuance of the Common Units issued pursuant to the Over-Allotment Option), the General Partner shall be required to make additional Capital Contributions equal to 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for the additional Limited Partner Interests issued to such Limited Partners. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.