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 OLP Interest in exchange for (i) 922,859 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 Class A Common Units issued pursuant to the Initial Public Offering, (ii) the Class A Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Class B Common Units issued pursuant to Section 5.12, (iv) any Class A Common Units issued pursuant to Section 5.3(c), and (v) 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 General Partner Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) the 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) 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. 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. (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 OLP 2% OpCo Interest (as defined in the Contribution Agreement) in exchange for (i) 922,859 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 Class A Common Units issued pursuant to the Initial Public Offering, (ii) the Class A Common Units and Subordinated Units issued pursuant to Section 5.3(a) (including any Common Units issued pursuant to the Deferred Issuance), (iii) any Class B Common Units issued pursuant to Section 5.125.11, (iv) any Class A 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 (vvi) 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 General Partner Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) the 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) 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. 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. (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 OLP Interest a 2% interest in BKEP Crude, L.L.C., a Delaware limited liability company (“New BKEP Crude”) (formerly known as SemGroup Energy Partners, L.L.C.), in exchange for (i) 922,859 511,643 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, 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 Class A Common Units issued pursuant to the Initial Public OfferingOver-Allotment Option, (ii) the Class A Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Class B Common Units issued pursuant to Section 5.12, (iv) any Class A Common Units issued pursuant to Section 5.3(c), 5.11 and (v) any Common Units issued upon the conversion of any Partnership InterestsClass B Units or upon conversion of Series A Preferred Units), the General Partner may, and in order to maintain connection with the Percentage Interest with respect to its issuance of any Series A Preferred Units the General Partner Interestshall, in exchange for a proportionate number of General Partner Units (based on the Top Up Quotient, as defined below) 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 (the “Top Up Quotient”) determined by dividing (xA) the General Partner’s Fully-Diluted Percentage Interest with respect to the General Partner Interests immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (yB) 100% 100 less the General Partner’s Fully-Diluted Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (Bii) 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. Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to Except as set forth in Article XII, the General Partner of a proportionate number of shall not be obligated to make any additional General Partner UnitsCapital Contributions to the Partnership.

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 OLP Interest a 2% interest in BKEP Crude, L.L.C., a Delaware limited liability company (“New BKEP Crude”) (formerly known as SemGroup Energy Partners, L.L.C.), in exchange for (i) 922,859 511,643 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, 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 Class A Common Units issued pursuant to the Initial Public OfferingOver-Allotment Option, (ii) the Class A Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Class B Common Units issued pursuant to Section 5.12, (iv) any Class A Common Units issued pursuant to Section 5.3(c), 5.11 and (v) any Common Units issued upon the conversion of any Partnership InterestsClass B Units or upon conversion of Series A Preferred Units), the General Partner may, and in order to maintain connection with the Percentage Interest with respect to its issuance of any Series A Preferred Units the General Partner Interestshall, in exchange for a proportionate number of General Partner Units (based on the Top Up Quotient, as defined below) 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 (the “Top Up Quotient”) determined by dividing (xA) the General Partner’s Fully-Diluted Percentage Interest with respect to the General Partner Interests immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (yB) 100% 100 less the General Partner’s Fully-Diluted Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (Bii) 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. Any Except as set forth in Article XII, the General Partner shall not be obligated to make any additional Capital Contribution Contributions to the Partnership. (d) Upon each issuance of Common Units upon conversion of any Series A Preferred Units pursuant to this Section 5.2(b) 5.12(c), the Partnership shall be evidenced by the issuance issue to the General Partner of a proportionate (and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance) that number of additional General Partner UnitsUnits equal to the product of (i) the Top Up Quotient, multiplied by (ii) the number of Common Units issued pursuant to such conversion, multiplied by (iii) a fraction whose numerator equals the excess (if any) of the Series A Issue Price, over the Series A Conversion Price at the time of such conversion, and whose denominator equals the Series A Conversion Price at the time of such conversion.