Common use of Ownership of Sponsor Units and the Incentive Distribution Rights Clause in Contracts

Ownership of Sponsor Units and the Incentive Distribution Rights. All of the Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby are duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act and as otherwise described in the Prospectus under the caption "The Partnership Agreement -- Limited Liability," "Risk Factors -- Risks Inherent in an Investment in Us -- Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors -- Risks Inherent in an Investment in Us -- Unitholders may have liability to repay distributions that were wrongfully distributed to them"). EVH owns 163,625 Common Units and 810,030 Subordinated Units, EV Investors owns 155,000 Subordinated Units, CGH owns 343,255 Common Units and 1,698,800 Subordinated Units, and the EnCap Entities own an aggregate of 88,120 Common Units and 436,170 Subordinated Units as described in the Prospectus and the General Partner owns all of the Incentive Distribution Rights. EVH, EV Investors, CGH and the EnCap Entities own their respective Sponsor Units and the General Partner owns the Incentive Distribution Rights free and clear of all liens, encumbrances (except restrictions on transferability as described in the Prospectus or contained in the Partnership Agreement), security interests, equities, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming any of them as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act, contained in the Partnership Agreement or described in the Prospectus.

Ownership of Sponsor Units and the Incentive Distribution Rights. All Assuming no purchase by the Underwriters of any Option Units on the Closing Date, at the Closing Date, after giving effect to the Transactions, (i) EVH will own 163,625 Common Units and 810,030 Subordinated Units, (ii) EV Investors will own 155,000 Subordinated Units, (iii) CGH will own 343,255 Common Units and 1,698,800 Subordinated Units, (iv) the EnCap Entities will own 88,120 Common Units and 436,170 Subordinated Units (all such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”) as described in the Prospectus and (v) the General Partner will own all of the incentive distribution rights in the Partnership (as defined in the Partnership Agreement, the “Incentive Distribution Rights”); all of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby are will be duly authorized and validly issued in accordance with the Partnership Agreement, and are will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act and as otherwise described in the Prospectus under the caption "“The Partnership Agreement -- Agreement—Limited Liability," "” “Risk Factors -- Factors—Risks Inherent in an Investment in Us -- Us—Your liability may not be limited if a court finds that unitholder action constitutes control of our business" ” and "“Risk Factors -- Factors—Risks Inherent in an Investment in Us -- Us—Unitholders may have liability to repay distributions that were wrongfully distributed to them"”). EVH owns 163,625 Common Units ; and 810,030 Subordinated Unitsat the Closing Date, EVMP, EV Investors owns 155,000 Subordinated UnitsInvestors, CGH owns 343,255 Common Units and 1,698,800 Subordinated Units, CGAS and the EnCap Entities own an aggregate of 88,120 Common Units and 436,170 Subordinated Units as described in the Prospectus and the General Partner owns all of the Incentive Distribution Rights. EVH, EV Investors, CGH and the EnCap Entities will own their respective Sponsor Units and the General Partner owns will own the Incentive Distribution Rights free and clear of all liens, encumbrances (except restrictions on transferability as described in the Prospectus or contained in the Partnership AgreementProspectus), security interests, equities, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming any of them as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act, contained in the Partnership Agreement or described in the Prospectusclaims.

Ownership of Sponsor Units and the Incentive Distribution Rights. All of the Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby are duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act and as otherwise described in the Prospectus under the caption "“The Partnership Agreement -- Agreement—Limited Liability," "” “Risk Factors -- Factors—Risks Inherent in an Investment in Us -- Us—Your liability may not be limited if a court finds that unitholder action constitutes control of our business" ” and "“Risk Factors -- Factors—Risks Inherent in an Investment in Us -- Us—Unitholders may have liability to repay distributions that were wrongfully distributed to them"”). EVH owns 163,625 Common Units and 810,030 Subordinated Units, EV Investors owns 155,000 Subordinated Units, CGH owns 343,255 Common Units and 1,698,800 Subordinated Units, and the EnCap Entities own an aggregate of 88,120 Common Units and 436,170 Subordinated Units as described in the Prospectus and the General Partner owns all of the Incentive Distribution Rights. EVH, EV Investors, CGH and the EnCap Entities own their respective Sponsor Units and the General Partner owns the Incentive Distribution Rights free and clear of all liens, encumbrances (except restrictions on transferability as described in the Prospectus or contained in the Partnership Agreement), security interests, equities, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming any of them as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act, contained in the Partnership Agreement or described in the Prospectus.

Ownership of Sponsor Units and the Incentive Distribution Rights. All Assuming no purchase by the Underwriters of any Option Units on the Closing Date, at the Closing Date, after giving effect to the Transactions, (i) New Continental will own [ ] Common Units and [ ] Subordinated Units, (ii) Equity Financial Services will own [ ] Common Units and [ ] Subordinated Units, (iii) the Xxxx Trusts will collectively own [ ] Common Units and [ ] Subordinated Units (all such Common Units and Subordinated Units being collectively referred to herein as the "Sponsor Units") as described in the Prospectus and (iv) the General Partner will own all of the incentive distribution rights in the Partnership (as defined in the Partnership Agreement, the "Incentive Distribution Rights"); all of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby are will be duly authorized and validly issued in accordance with the Partnership Agreement, and are will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act and as otherwise matters described in the Prospectus under the caption "The Partnership Agreement -- Agreement—Limited Liability," "Risk Factors -- Risks Inherent in an Investment in Us -- Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors -- Risks Inherent in an Investment in Us -- Unitholders may have liability to repay distributions that were wrongfully distributed to them"). EVH owns 163,625 Common Units ; and 810,030 Subordinated UnitsNew Continental, EV Investors owns 155,000 Subordinated Units, CGH owns 343,255 Common Units and 1,698,800 Subordinated Units, Equity Financial Services and the EnCap Entities own an aggregate of 88,120 Common Units and 436,170 Subordinated Units as described in the Prospectus and the General Partner owns all of the Incentive Distribution Rights. EVH, EV Investors, CGH and the EnCap Entities Xxxx Trusts will own their respective Sponsor Units and the General Partner owns will own the Incentive Distribution Rights free and clear of all liens, encumbrances (except with respect to the Incentive Distribution Rights, restrictions on transferability as described in the Prospectus or contained in the Partnership AgreementProspectus), security interests, equities, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming any of them as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act, contained in the Partnership Agreement or described in the Prospectusclaims.