Common use of Contributions by the General Partner Clause in Contracts

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the HP Interest (as defined in the Contribution Agreement), in exchange for (i) 622,649 General Partner Units representing a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment Option, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Units issued pursuant to Section 5.11 and (iv) any Common Units issued upon the conversion of any Partnership Securities), the General Partner may, in exchange for a proportionate number of General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner Interests, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100 less the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the HP OLLC Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 1,508,225 General Partner Units representing a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Units issued pursuant to Section 5.11 and (iv) except as otherwise set forth in this Section 5.2(b), any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to the General Partner shall not be obligated of a proportionate number of additional General Partner Units. Notwithstanding the foregoing and for the avoidance of doubt, with regard to the conversion of the Class B Units into Converted Common Units and Series A Preferred Units into Common Units, this Section 5.2(b) and the General Partner’s right to make any additional Capital Contributions shall be applicable upon the conversion of any Class B Unit to a Converted Common Unit pursuant to Section 5.13 and Series A Preferred Units into Common Units pursuant to Section 5.14, with the amount to be contributed by the General Partner being the amount necessary for the General Partner to have the same Percentage Interest after the conversion by reference to the Partnershipthen fair market value of a Common Unit.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed shall contribute to the Partnership, as a Capital Contribution, the HP Opco Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 General Partner Units representing a continuation of its General Partner Interest representing a 2% General Partner Percentage Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Incentive Distribution Rights issued pursuant to Section 5.2(a), (iii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a) (including any Common Units issued pursuant to the Deferred Issuance), (iiiiv) any Common Units issued pursuant to Section 5.11 5.11, (v) any Common Units issued pursuant to Section 5.3(c), and (ivvi) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed is contributing to the Partnership, as a Capital Contribution, the HP Holdings Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 1,437,433 General Partner Units representing a continuation of its 2% General Partner InterestInterest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance), subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a) (including any Common Units issued pursuant to the Deferred Issuance), (iii) any Common Units issued pursuant to Section 5.11 5.11, (iv) any Common Units issued pursuant to Section 5.3(c), and (ivv) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, Any Capital Contribution pursuant to this Section 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. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the HP 2% OpCo Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 General Partner Units representing a continuation of its 2% General Partner InterestInterest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance), subject to all of the rights, privileges and duties of the General Partner under this Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a) (including any Common Units issued pursuant to the Deferred Issuance), (iii) any Common Units issued pursuant to Section 5.11 5.11, (iv) any Common Units issued pursuant to Section 5.3(c), (v) the Common Units issued to the Greenlight Capital Funds pursuant to the Private Placement and (ivvi) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the HP OLLC Interest (as Table of Contents defined in the Contribution Agreement), ) in exchange for (i) 622,649 1,508,225 General Partner Units representing a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Units issued pursuant to Section 5.11 and (iv) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, Any Capital Contribution pursuant to this Section 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. (a) On the Closing Date July 20, 2007 and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the HP Interest a 2% interest in BKEP Crude, L.L.C., a Delaware limited liability company (“New BKEP Crude”) (formerly known as defined in the Contribution AgreementSemGroup Energy Partners, L.L.C.), in exchange for (i) 622,649 511,643 General Partner Units representing a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and (ii) the Incentive Distribution Rights. (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 was not be 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 (i) the Common Units issued pursuant to the Over-Allotment Option, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Class B Units issued pursuant to Section 5.11 and (iv) any Common Units issued upon the conversion of any Partnership SecuritiesClass B Units), the General Partner may, in exchange for a proportionate number of General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner Interests, make additional Capital Contributions in an amount equal to the product obtained by multiplying (Ai) the quotient determined by dividing (xA) the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (yB) 100 less the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (Bii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed is contributing to the Partnership, as a Capital Contribution, the HP Xxxxxx Midstream Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 356,104 General Partner Units representing a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Units issued pursuant to Section 5.11 5.11, (iv) any Common Units issued pursuant to Section 5.3(c), and (ivv) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, Any Capital Contribution pursuant to this Section 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. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed is contributing to the Partnership, as a Capital Contribution, the HP Contributed Interests and the GP Gathering Interest (each as defined in the Contribution Agreement), ) in exchange for (i) 622,649 General Partner Units representing a continuation of its 2% the General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Incentive Distribution Rights issued pursuant to Section 5.2(a), (iii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a) (including any Common Units issued pursuant to the Deferred Issuance), (iiiiv) any Common Units issued pursuant to Section 5.11 5.11, (v) any Common Units issued pursuant to Section 5.3(c), and (ivvi) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the HP OLLC Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 1,508,225 General Partner Units representing a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Units issued pursuant to Section 5.11 and (iv) except as otherwise set forth in this Section 5.2(b), any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to the General Partner shall not be obligated of a proportionate number of additional General Partner Units. Notwithstanding the foregoing and for the avoidance of doubt, with regard to the conversion of the Class B Units into Converted Common Units and Series A Preferred Units into Common Units, this Section 5.2 (b) and the General Partner’s right to make any additional Capital Contributions shall be applicable upon the conversion of any Class B Unit to a Converted Common Unit pursuant to Section 5.13 and Series A Preferred Units into Common Units pursuant to Section 5.14, with the amount to be contributed by the General Partner being the amount necessary for the General Partner to have the same Percentage Interest after the conversion by reference to the Partnershipthen fair market value of a Common Unit.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed is contributing to the Partnership, as a Capital Contribution, the HP 2% OpCo Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 General Partner Units representing a continuation of its 2% General Partner InterestInterest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance), subject to all of the rights, privileges and duties of the General Partner under this Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a) (including any Common Units issued pursuant to the Deferred Issuance), (iii) any Common Units issued pursuant to Section 5.11 5.11, (iv) any Common Units issued pursuant to Section 5.3(c) and (ivv) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed is contributing to the Partnership, as a Capital Contribution, the HP Interest [2% OpCo Interest] (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 General Partner Units representing a continuation of its 2% General Partner InterestInterest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance), subject to all of the rights, privileges and duties of the General Partner under this Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a) (including any Common Units issued pursuant to the Deferred Issuance), (iii) any Common Units issued pursuant to Section 5.11 5.11, (iv) any Common Units issued pursuant to Section 5.3(c) and (ivv) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the HP Xxxxxx Midstream Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 356,104 General Partner Units representing a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (ii) the Incentive Distribution RightsUnits. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Units issued pursuant to Section 5.11 5.11, (iv) any Common Units issued pursuant to Section 5.3(c), and (ivv) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, Any Capital Contribution pursuant to this Section 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. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the HP OLLC Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 1,508,225 General Partner Units representing a continuation of its 2% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Units issued pursuant to Section 5.11 and (iv) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.times

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution AgreementDate, the General Partner contributed to the Partnership, as a Capital Contribution, a 2.0% portion of the HP Interest (as defined in the Contribution Agreement), Partnership Properties in exchange for (i) 622,649 150,000 General Partner Units Units, representing a continuation of its 22.0% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment Option, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a)5.3, (iii) any Common Units issued pursuant to Section 5.11 and (iv) any Common Units issued upon the conversion of any Partnership Securities), the General Partner maymay in its sole discretion, in exchange for a proportionate number of General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsUnits, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100 100% less the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times and (B) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the HP 2% OpCo Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 General Partner Units representing a continuation of its 2% General Partner InterestInterest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance), subject to all of the rights, privileges and duties of the General Partner under this Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a) (including any Common Units issued pursuant to the Deferred Issuance), (iii) any Common Units issued pursuant to Section 5.11 5.11, (iv) any Common Units issued pursuant to Section 5.3 (c), (v) the Common Units issued to the Greenlight Capital Funds pursuant to the Private Placement and (ivvi) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100 less the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.dividing

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed is contributing to the Partnership, as a Capital Contribution, the HP 2% OpCo Interest (as defined in the Contribution Agreement), ) in exchange for (i) 622,649 General Partner Units representing a continuation of its 2% General Partner InterestInterest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance), subject to all of the rights, privileges and duties of the General Partner under this Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment OptionInitial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a) (including any Common Units issued pursuant to the Deferred Issuance), (iii) any Common Units issued pursuant to Section 5.11 5.11, (iv) any Common Units issued pursuant to Section 5.3(c) and (ivv) any Common Units issued upon the conversion of any Partnership SecuritiesInterests), the General Partner may, in exchange for a proportionate number of order to maintain the Percentage Interest with respect to its General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsInterest, make additional Capital Contributions in an amount equal to the product obtained by multiplying multiplying (A) the quotient determined by dividing (x) 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) 100 100% less the Percentage Interest with respect to the General Partner’s Percentage Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) 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 Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution AgreementDate, the General Partner contributed to the Partnership, as a Capital Contribution, the HP Interest (as defined in the Contribution Agreement), $407,436 in exchange for (i) 622,649 21,444 General Partner Units Units, representing a continuation of its 20.1% General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) the Common Units issued pursuant to the Over-Allotment Option, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a)5.3, (iii) any Common Units issued pursuant to Section 5.11 and (iv) any Common Units issued upon the conversion of any Partnership Securities), the General Partner may, in exchange for a proportionate number of General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsUnits, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100 less the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, and Merger Agreement the General Partner contributed will contribute to the Partnership, as a Capital Contribution, the HP Interest GP Contribution Interests (as defined in the Contribution and Merger Agreement), ) in exchange for (i) 622,649 Notional General Partner Units Units, representing a continuation of its 2% General Partner InterestInterest with a 2.0% 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 (ii) the Incentive Distribution RightsAgreement. (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, the Common Units issued pursuant to the Over-Allotment Option, (ii) Option or the Common Units Deferred Issuance and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Units issued pursuant to Section 5.11 and (iv) any Common Units issued upon the conversion of any Partnership SecuritiesDistribution), the General Partner may, in exchange for a proportionate number of Notional General Partner Units with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner InterestsUnits, make additional Capital Contributions in an amount equal to the product obtained by multiplying (Ai) the quotient determined by dividing (xA) the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (yB) 100 less the General Partner’s Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (Bii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Article XIISection 12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.