Common use of Reimbursement of G&A by the Existing Investors Clause in Contracts

Reimbursement of G&A by the Existing Investors. For purposes of this Section 7.13, the Common Units shall be deemed to include only: (i) the Common Units exchanged pursuant to Section 5.1(a)(ii) of this Agreement; and (ii) the Common Units received upon conversion of the subordinated units exchanged pursuant to Section 5.1(a)(ii) of this Agreement. References in this Section 7.13 to “transfers” of Common Units or “transferred” Common Units shall include any prior transfer of subordinated units, all of which have converted into Common Units. (a) Subject to the limitations set forth in Sections 7.13(c) and (d), during the Cap Period or any Cap Period Extension, if the G&A for a Quarter exceeds the Total G&A Cap in respect of such Quarter, the Existing Investors shall reimburse the Company quarterly, on a pro rata basis based on their respective Allocated Percentages, for the Excess G&A Obligation. (b) If during the Cap Period, the Company’s EBITDA for any Quarter exceeds $5,400,000, the G&A Cap shall be increased for such Quarter by 10% of the amount in excess of $5,400,000 (the “Additional G&A Cap”). (c) The Cap Period may be extended for any number of additional Quarters upon the affirmative vote of at least 95% of the Common Units held by the Existing Investors, or their permitted transferees (if any such transferees have assumed the Excess G&A Obligation pursuant to Section 7.13(f)(ii)), voting together as a single class (a “Cap Period Extension”). The Existing Investors and their permitted transferees shall agree on the amount of the G&A Cap during any such Cap Period Extension. An Existing Investor shall have no obligations under this Section 7.13(c) for Excess G&A Obligations during any Cap Period Extension to the extent that such Existing Investor did not own Common Units immediately prior to the Cap Period Extension. (d) The Company shall notify the Existing Investors of the amount of any Excess G&A Obligations within 40 days following the end of any Quarter. The Existing Investors shall initially satisfy their respective Excess G&A Obligations from: (1) with respect to Common Units held by such Existing Investor, the Original Escrow Accounts, without any limitation in respect of distributions to the Existing Investors on the Common Units owned by such Existing Investors pursuant to Article VI to the extent of the initial distribution to such Existing Investor described under Section 5.1(b) and thereafter limited as set forth below in (d)(i) of this subsection, and (2) with respect to Common Units Transferred by such Existing Investor, any Transfer Escrow Accounts, but only to the extent of the cash distributions that such Existing Investor would have received in respect of the applicable Quarter if such transferred Common Units were then owned by such Existing Investor. If at any time there are insufficient funds held in an Existing Investor’s: (i) Original Escrow Account, then such Existing Investor shall be obligated to pay its Allocated Percentage of the Excess G&A Obligation for any Quarter not covered by the Original Escrow Account, but only to the extent of the cash distributions made to such Existing Investors with respect to such Quarter on the Common Units actually owned by such Existing Investor pursuant to Article VI; and (ii) Transfer Escrow Account, then such Existing Investor shall be obligated to pay its Allocated Percentage of the Excess G&A Obligation on any transferred Common Units for any Quarter not covered by the Transfer Escrow Account, but only to the extent of the cash distributions that such Existing Investor would have received on the transferred Common Units with respect to such Quarter if such transferred Common Units were then owned by such Existing Investor. Except as provided in this Section 7.13(d) and Section 7.13(f): (A) with respect to Common Units held by such Existing Investor and subject to the limitations set forth in (d)(i) above, to the extent there are insufficient funds held in an Existing Investor’s Original Escrow Account, then the Company shall deposit any distributions required to cover such Existing Investor’s Excess G&A Obligation in such Existing Investor’s Original Escrow Account on the applicable distribution date; and (B) with respect to Common Units Transferred by such Existing Investor and subject to the limitations set forth in (d)(ii) above, to the extent there are insufficient funds held in an Existing Investor’s Transfer Escrow Account (x) then the Company shall deposit any distributions on the Common Units then-held by such Existing Investor required to cover such Existing Investor’s Excess G&A Obligation in such Existing Investor’s Transfer Escrow Account on the applicable distribution date or (y) if any such distributions on such Existing Investor’s Common Units are insufficient to cover such Existing Investor’s Excess G&A Obligation in respect of the transferred Common Units, then, within 5 days, such Existing Investor shall deposit immediately available funds in such Existing Investors Transfer Escrow Account sufficient to cover such Existing Investor’s Excess G&A Obligation in respect of the transferred Common Units. (e) During the Cap Period, the annual G&A budget (the “G&A Budget”) of the Company will require approval of a majority of the Board of Directors in accordance with Section 7.1(f) and at least 30 days prior to the beginning of the fiscal year, which approval shall not be unreasonably withheld. If the G&A Budget is not approved by the Board of Directors, then the G&A Budget for the prior year will apply. Any change in the G&A Budget that exceeds 10% of the G&A Budget for the prior year shall require the unanimous approval of any members of the Board of Directors affiliated with Copano Partners, the CSFB Entities or the EnCap Entities, which approval shall not be unreasonably withheld. Any adjustments to an approved G&A Budget that exceed 5% of the approved amount for any particular item in the G&A Budget, or any collective adjustments to an approved G&A Budget that exceed 10% of the total approved G&A Budget, shall require the unanimous approval of any members of the Board of Directors affiliated with Copano Partners, the EnCap Entities or the CSFB Entities, which approval shall not be unreasonably withheld. (f) No Existing Investor shall Transfer any portion of its Common Units during the Cap Period, unless prior to such Transfer: (i) such transferor deposits an amount into an escrow account (the “Transfer Escrow Account”) for the benefit of the Company equal to 200% of such transferor’s estimated remaining Excess G&A Obligation (based upon the highest G&A subject to the G&A Cap incurred during the previous four Quarters and the applicable quarterly G&A Cap for the Quarter in which such Common Units are Transferred and for each subsequent Quarter prior to expiration of the G&A Cap) multiplied by the percentage of such transferor’s Common Units Transferred, less the amount of funds then remaining in the transferor’s Original Escrow Account; provided that, if at any time funds remaining in such Transfer Escrow Account and the transferor’s Original Escrow Account are insufficient to fund such transferor’s Excess G&A Obligation for any Quarter with respect to the Common Units Transferred, then such transferor shall remain liable to the Company for its portion of the Excess G&A Obligation; provided further, however, that in no event shall any Existing Investor be liable for any Excess G&A Obligation in respect of any transferred Common Units in excess of any cash distributions that such transferring Existing Investor would have received in respect of the applicable Quarter on its transferred Units had such Transfer not occurred; or (ii) such transferring Existing Investor causes the transferee to assume that portion of the transferor’s remaining Excess G&A Obligation pursuant to this Agreement equal to such remaining Excess G&A Obligation multiplied by the percentage of such transferor’s Common Units Transferred. With respect to clause (i) above, such transferring Existing Investor and the Company shall enter into an escrow agreement with a mutually acceptable bank on terms reasonably acceptable to both parties; provided, however, any escrow agreement (x) shall detail, by Quarter, the amount of funds escrowed to satisfy the transferring Existing Investor’s remaining Excess G&A Obligation for such Quarter and shall provide that any funds escrowed for a specific Quarter and not required to satisfy the transferor’s Excess G&A Obligation for that Quarter shall be released from escrow within 60 days following the end of such Quarter and (y) shall provide that no funds will otherwise be released from escrow prior to the end of the Cap Period except to satisfy the transferring Existing Investor’s Excess G&A Obligation. With respect to clause (ii) above, such transferring Existing Investor and transferee shall provide notice to the Company of such assumption of the transferring Existing Investor’s remaining Excess G&A Obligation within 14 Business Days of such Transfer. No subsequent transferee of such Common Units shall Transfer any portion of such transferred Common Units during the Cap Period unless such Transfer is made in accordance with this Section 7.13(f). With respect to any one Existing Investor, the Original Escrow Account and the Transfer Escrow Accounts may be maintained in one escrow account, and the Company will account for the amounts deemed to be in the Original Escrow Account and the amounts deemed to be in the Transfer Escrow Accounts.

Reimbursement of G&A by the Existing Investors. For purposes of this Section 7.13, the Common Units and Subordinated Units shall be deemed to include only: (i) only the Common Units and Subordinated Units exchanged pursuant to Section 5.1(a)(ii) of this Agreement; and (ii) the Common Units received upon conversion of the subordinated units exchanged pursuant to Section 5.1(a)(ii) of this Agreement. References in this Section 7.13 to “transfers” of Common Units or “transferred” Common Units shall include any prior transfer of subordinated units, all of which have converted into Common Units. (a) Subject to the limitations set forth in Sections 7.13(c) and (d), during the Cap Period or any Cap Period Extension, if the G&A for a Quarter exceeds the Total G&A Cap in respect of such QuarterCap, the Existing Investors shall reimburse the Company quarterlyCompany, on a pro rata basis based on their respective Allocated PercentagesPercentage, on a quarterly basis for the Excess G&A Obligation. (b) If during the Cap Period, the Company’s 's EBITDA for any Quarter exceeds $5,400,000, the G&A Cap shall be increased for such Quarter by 10% of the amount in excess of $5,400,000 (the “"Additional G&A Cap”"). (c) The Cap Period may be extended for any number of additional Quarters upon the affirmative vote of at least 95% of the Common Units and Subordinated Units held by the Existing Investors, or their permitted transferees (if any such transferees have assumed the Excess G&A Obligation pursuant to Section 7.13(f)(ii))transferees, voting together as a single class (a “"Cap Period Extension”"). The Existing Investors and (or their permitted transferees transferees) shall agree on the amount of the G&A Cap during any such Cap Period Extension. An Existing Investor shall have no obligations under this Section 7.13(c) for Excess G&A Obligations during any Cap Period Extension to the extent that such Existing Investor did not own Common Units or Subordinated Units immediately prior to the Cap Period Extension. (d) The Company shall notify the Existing Investors of the amount of any Excess G&A Obligations within 40 days Business Days following the end of any Quarter. The Existing Investors shall initially satisfy their respective Except as provided in this Section 7.13(d) and Section 7.13(f), reimbursement of any Excess G&A Obligations from: (1) with respect to Common Units held shall be made by such Existing Investor, the Original Escrow Accounts, without any limitation in respect of distributions to the Existing Investors on the Common Units owned by such Existing Investors pursuant to Article VI to the extent of the initial distribution to such Existing Investor described under Section 5.1(b) and thereafter limited as set forth below in (d)(i) of this subsection, and (2) with respect to Common Units Transferred by such Existing Investor, any Transfer Escrow Accounts, but only to the extent of the cash distributions that such Existing Investor would have received in respect of the applicable Quarter if such transferred Common Units were then owned by such Existing Investorwithin 5 Business Days thereafter. If at any time there are insufficient funds held in an Existing Investor’s: (i) Original Escrow Account, then such An Existing Investor shall only be obligated to pay its Allocated Percentage of the Excess G&A Obligation for any Quarter not covered by (i) to the extent there are funds held in such Existing Investor's Original Escrow Account and Transfer Escrow Account or (ii) if there are insufficient funds held in such Existing Investor's Original Escrow Account and Transfer Escrow Account, but only then to the extent of the cash distributions made to such the Existing Investors with respect to such Quarter on the with respect to Common Units actually and Subordinated Units owned by such Existing Investor pursuant to Article VI; and (ii) Transfer Escrow Account, then such Existing Investor shall be obligated to pay its Allocated Percentage of the Excess G&A Obligation on any transferred Common Units for any Quarter not covered by the Transfer Escrow Account, but only to the extent of the cash distributions that such Existing Investor would have received on the transferred Common Units with respect to such Quarter if such transferred Common Units were then owned by such Existing Investor. Except as provided in this Section 7.13(d) and Section 7.13(f): (A) with respect to Common Units held by such Existing Investor and subject to the limitations set forth in (d)(i) above, to the extent there are insufficient funds held in an Existing Investor’s Original Escrow Account, then the Company shall deposit any distributions required to cover such Existing Investor’s Excess G&A Obligation in such Existing Investor’s Original Escrow Account on the applicable distribution date; and (B) with respect to Common Units Transferred by such Existing Investor and subject to the limitations set forth in (d)(ii) above, to the extent there are insufficient funds held in an Existing Investor’s Transfer Escrow Account (x) then the Company shall deposit any distributions on the Common Units then-held by such Existing Investor required to cover such Existing Investor’s Excess G&A Obligation in such Existing Investor’s Transfer Escrow Account on the applicable distribution date or (y) if any such distributions on such Existing Investor’s Common Units are insufficient to cover such Existing Investor’s Excess G&A Obligation in respect of the transferred Common Units, then, within 5 days, such Existing Investor shall deposit immediately available funds in such Existing Investors Transfer Escrow Account sufficient to cover such Existing Investor’s Excess G&A Obligation in respect of the transferred Common Units. (e) During the Cap Period, the annual G&A budget (the “"G&A Budget”") of the Company will require approval of a majority of the Board of Directors in accordance with Section 7.1(f) and at least 30 days prior to the beginning of the fiscal year, which approval shall not be unreasonably withheld. If the G&A Budget is not approved by the Board of Directors, then the G&A Budget for the prior year will apply. Any change in the G&A Budget that exceeds 10% of the G&A Budget for the prior year shall require the unanimous approval of any members of the Board of Directors affiliated with Copano Partners, the CSFB Entities or the EnCap Entities, which approval shall not be unreasonably withheld. Any adjustments to an approved G&A Budget that exceed 5% of the approved amount for any particular item in the G&A Budget, or any collective adjustments to an approved G&A Budget that exceed 10% of the total approved G&A Budget, shall require the unanimous approval of any members of the Board of Directors affiliated with Copano Partners, the EnCap Entities or the CSFB Entities, which approval shall not be unreasonably withheld. (f) No Existing Investor Neither Copano Partners, the CSFB Entities nor the EnCap Entities shall Transfer any portion of its Common Units or Subordinated Units during the Cap Period, unless prior to such Transfer: (i) such transferor deposits an amount into an escrow account (the “"Transfer Escrow Account”") for the benefit of the Company equal to 200% of such transferor’s 's estimated remaining Excess G&A Obligation (based upon the highest G&A subject to the G&A Cap incurred during the previous four Quarters and the applicable quarterly G&A Cap for the Quarter in which such Common Units are Transferred and for each subsequent Quarter prior to expiration of the G&A Cap) multiplied by the percentage of such transferor’s 's Common Units Transferred, and Subordinated Units Transferred less the amount of funds then remaining on deposit in the transferor’s 's Original Escrow Account; provided that, if at any time funds remaining in such Transfer Escrow Account and the transferor’s 's Original Escrow Account are insufficient to fund such transferor’s 's Excess G&A Obligation for any Quarter with respect to the Common Units Transferred, then such transferor shall remain liable to the Company for its portion of the Excess G&A Obligation; provided further, however, that in no event shall any Existing Investor Copano Partners, the CSFB Entities or the EnCap Entities be liable for any Excess G&A Obligation in respect of any transferred Common Units excess of: (A) funds deposited in excess of such Existing Investor's Original Escrow Account and Transfer Escrow Account or (B) any cash distributions that such transferring Existing Investor would have received in respect of the applicable Quarter on its transferred Common Units and Subordinated Units had such Transfer not occurred; or (ii) such transferring Existing Investor causes the transferee to assume that portion of the transferor’s 's remaining Excess G&A Obligation pursuant to this Agreement equal to such remaining Excess G&A Obligation multiplied by the percentage of such transferor’s 's Common Units and Subordinated Units Transferred. With respect to clause (i) above, such transferring Existing Investor and the Company shall enter into an escrow agreement with a mutually acceptable bank on terms reasonably acceptable to both parties; provided, however, any escrow agreement (x) shall detail, by Quarter, the amount of funds escrowed to satisfy the transferring Existing Investor’s 's remaining Excess G&A Obligation for such Quarter and shall provide that any funds escrowed for a specific Quarter and not required to satisfy the transferor’s 's Excess G&A Obligation for that Quarter shall be released from escrow within 60 days following the end of such Quarter and (y) shall provide that no funds will otherwise be released from escrow prior to the end of the Cap Period except to satisfy the transferring Existing Investor’s 's Excess G&A Obligation. With respect to clause (ii) above, such transferring Existing Investor and transferee shall provide notice to the Company of such assumption of the transferring Existing Investor’s 's remaining Excess G&A Obligation within 14 Business Days of such Transfer. No subsequent transferee of such Common Units or Subordinated Units shall Transfer any portion of such transferred its Common Units or Subordinated Units during the Cap Period unless such Transfer is made in accordance with this Section 7.13(f). With respect to any one Existing Investor, the Original Escrow Account and the Transfer Escrow Accounts may be maintained in one escrow account, and the Company will account for the amounts deemed to be in the Original Escrow Account and the amounts deemed to be in the Transfer Escrow Accounts.

Reimbursement of G&A by the Existing Investors. For purposes of this Section 7.13, the Common Units and Subordinated Units shall be deemed to include only: (i) only the Common Units and Subordinated Units exchanged pursuant to Section 5.1(a)(ii) of this Agreement; and (ii) the Common Units received upon conversion of the subordinated units exchanged pursuant to Section 5.1(a)(ii) of this Agreement. References in this Section 7.13 to “transfers” of Common Units or “transferred” Common Units shall include any prior transfer of subordinated units, all of which have converted into Common Units. (a) Subject to the limitations set forth in Sections 7.13(c) and (d), during the Cap Period or any Cap Period Extension, if the G&A for a Quarter exceeds the Total G&A Cap in respect of such Quarter, the Existing Investors shall reimburse the Company quarterlyCompany, on a pro rata basis based on their respective Allocated Percentages, on a quarterly basis for the Excess G&A Obligation. (b) If during the Cap Period, the Company’s 's EBITDA for any Quarter exceeds $5,400,000, the G&A Cap shall be increased for such Quarter by 10% of the amount in excess of $5,400,000 (the “"Additional G&A Cap”"). (c) The Cap Period may be extended for any number of additional Quarters upon the affirmative vote of at least 95% of the Common Units and Subordinated Units held by the Existing Investors, or their permitted transferees (if any such transferees have assumed the Excess G&A Obligation pursuant to Section 7.13(f)(ii))transferees, voting together as a single class (a “"Cap Period Extension”"). The Existing Investors and (or their permitted transferees transferees) shall agree on the amount of the G&A Cap during any such Cap Period Extension. An Existing Investor shall have no obligations under this Section 7.13(c) for Excess G&A Obligations during any Cap Period Extension to the extent that such Existing Investor did not own Common Units or Subordinated Units immediately prior to the Cap Period Extension. (d) The Company shall notify the Existing Investors of the amount of any Excess G&A Obligations within 40 days Business Days following the end of any Quarter. The Existing Investors shall initially satisfy their respective Except as provided in this Section 7.13(d) and Section 7.13(f), reimbursement of any Excess G&A Obligations from: (1) with respect to Common Units held shall be made by such Existing Investor, the Original Escrow Accounts, without any limitation in respect of distributions to the Existing Investors on the Common Units owned by such Existing Investors pursuant to Article VI to the extent of the initial distribution to such Existing Investor described under Section 5.1(b) and thereafter limited as set forth below in (d)(i) of this subsection, and (2) with respect to Common Units Transferred by such Existing Investor, any Transfer Escrow Accounts, but only to the extent of the cash distributions that such Existing Investor would have received in respect of the applicable Quarter if such transferred Common Units were then owned by such Existing Investorwithin 5 Business Days thereafter. If at any time there are insufficient funds held in an Existing Investor’s: (i) Original Escrow Account, then such An Existing Investor shall only be obligated to pay its Allocated Percentage of the Excess G&A Obligation for any Quarter not covered by the Original Escrow Account, but only to the extent of the (i) cash distributions made to such Existing Investors with respect to such Quarter on the Common Units actually and Subordinated Units owned by such Existing Investor pursuant to Article VI; and , plus (ii) Transfer Escrow Account, then any cash distributions that would have been made to such Existing Investor shall be obligated to pay its Allocated Percentage of the Excess G&A Obligation on any transferred Common Units for any Quarter not covered by the Transfer Escrow Account, but only to the extent of the cash distributions that such Existing Investor would have received on the transferred Common Units with respect to such Quarter if such transferred on any Common Units were then owned by such Existing Investor. Except as provided in this redeemed pursuant to Section 7.13(d) and Section 7.13(f): (A) with respect to Common Units held by such Existing Investor and subject to the limitations set forth in (d)(i) above, to the extent there are insufficient funds held in an Existing Investor’s Original Escrow Account, then the Company shall deposit any distributions required to cover such Existing Investor’s Excess G&A Obligation in such Existing Investor’s Original Escrow Account on the applicable distribution date; and (B) with respect to Common Units Transferred by such Existing Investor and subject to the limitations set forth in (d)(ii) above, to the extent there are insufficient funds held in an Existing Investor’s Transfer Escrow Account (x) then the Company shall deposit any distributions on the Common Units then-held by such Existing Investor required to cover such Existing Investor’s Excess G&A Obligation in such Existing Investor’s Transfer Escrow Account on the applicable distribution date or (y) if any such distributions on such Existing Investor’s Common Units are insufficient to cover such Existing Investor’s Excess G&A Obligation in respect of the transferred Common Units, then, within 5 days, such Existing Investor shall deposit immediately available funds in such Existing Investors Transfer Escrow Account sufficient to cover such Existing Investor’s Excess G&A Obligation in respect of the transferred Common Units5.2(b). (e) During the Cap Period, the annual G&A budget (the “"G&A Budget”") of the Company will require approval of a majority of the Board of Directors in accordance with Section 7.1(f) and at least 30 days prior to the beginning of the fiscal year, which approval shall not be unreasonably withheld. If the G&A Budget is not approved by the Board of Directors, then the G&A Budget for the prior year will apply. Any change in the G&A Budget that exceeds 10% of the G&A Budget for the prior year shall require the unanimous approval of any members of the Board of Directors affiliated with Copano Partners, the CSFB Entities or the EnCap Entities, which approval shall not be unreasonably withheld. Any adjustments to an approved G&A Budget that exceed 5% of the approved amount for any particular item in the G&A Budget, or any collective adjustments to an approved G&A Budget that exceed 10% of the total approved G&A Budget, shall require the unanimous approval of any members of the Board of Directors affiliated with Copano Partners, the EnCap Entities or the CSFB Entities, which approval shall not be unreasonably withheld. (f) No Existing Investor Neither Copano Partners, the CSFB Entities nor the EnCap Entities shall Transfer any portion of its Common Units or Subordinated Units during the Cap Period, unless prior to such Transfer: (i) such transferor deposits an amount into an escrow account (the “"Transfer Escrow Account”") for the benefit of the Company equal to 200% of such transferor’s 's estimated remaining Excess G&A Obligation (based upon the highest G&A subject to the G&A Cap incurred during the previous four Quarters and the applicable quarterly G&A Cap for the Quarter in which such Common Units are Transferred and for each subsequent Quarter prior to expiration of the G&A Cap) multiplied by the percentage of such transferor’s 's Common Units Transferred, and Subordinated Units Transferred less the amount of funds then remaining on deposit in the transferor’s 's Original Escrow Account; provided that, if at any time funds remaining in such Transfer Escrow Account and the transferor’s 's Original Escrow Account are insufficient to fund such transferor’s 's Excess G&A Obligation for any Quarter with respect to the Common Units Transferred, then such transferor shall remain liable to the Company for its portion of the Excess G&A Obligation; provided further, however, that in no event shall any Existing Investor Copano Partners, the CSFB Entities or the EnCap Entities be liable for any Excess G&A Obligation in respect of any transferred Common Units in excess of of: any cash distributions that such transferring Existing Investor would have received in respect of the applicable Quarter on its transferred Common Units and Subordinated Units had such Transfer not occurred; or (ii) such transferring Existing Investor causes the transferee to assume that portion of the transferor’s 's remaining Excess G&A Obligation pursuant to this Agreement equal to such remaining Excess G&A Obligation multiplied by the percentage of such transferor’s 's Common Units and Subordinated Units Transferred. With respect to clause (i) above, such transferring Existing Investor and the Company shall enter into an escrow agreement with a mutually acceptable bank on terms reasonably acceptable to both parties; provided, however, any escrow agreement (x) shall detail, by Quarter, the amount of funds escrowed to satisfy the transferring Existing Investor’s 's remaining Excess G&A Obligation for such Quarter and shall provide that any funds escrowed for a specific Quarter and not required to satisfy the transferor’s 's Excess G&A Obligation for that Quarter shall be released from escrow within 60 days following the end of such Quarter and (y) shall provide that no funds will otherwise be released from escrow prior to the end of the Cap Period except to satisfy the transferring Existing Investor’s 's Excess G&A Obligation. With respect to clause (ii) above, such transferring Existing Investor and transferee shall provide notice to the Company of such assumption of the transferring Existing Investor’s 's remaining Excess G&A Obligation within 14 Business Days of such Transfer. No subsequent transferee of such Common Units or Subordinated Units shall Transfer any portion of such transferred Common Units or Subordinated Units during the Cap Period unless such Transfer is made in accordance with this Section 7.13(f). With respect to any one Existing Investor, the Original Escrow Account and the Transfer Escrow Accounts may be maintained in one escrow account, and the Company will account for the amounts deemed to be in the Original Escrow Account and the amounts deemed to be in the Transfer Escrow Accounts.

Reimbursement of G&A by the Existing Investors. For purposes Purposes of this Section 7.13, the Common Units and Subordinated Units shall be deemed to include only: (i) only the Common Units and Subordinated Units exchanged pursuant to Section 5.1(a)(ii) of this Agreement; and (ii) the Common Units received upon conversion of the subordinated units exchanged pursuant to Section 5.1(a)(ii) of this Agreement. References in this Section 7.13 to “transfers” of Common Units or “transferred” Common Units shall include any prior transfer of subordinated units, all of which have converted into Common Units. (a) Subject to the limitations set forth in Sections 7.13(c) and (dSection 7.13(d), during the Cap Period or any Cap Period ExtensionPeriod, if the G&A for a Quarter exceeds the Total G&A Cap in respect of such QuarterCap, the Existing Investors shall reimburse the Company quarterly, on a pro rata quarterly basis based on their respective Allocated Percentages, for the Excess G&A Obligation. (b) If during the Cap Period, the Company’s 's EBITDA for any Quarter exceeds $5,400,000, the G&A Cap shall be increased for such Quarter by 10% of the amount in excess of $5,400,000 (the “"Additional G&A Cap”"). (c) The Cap Period may be extended for any number of additional Quarters upon the affirmative vote of at least 95% of the Common Units and Subordinated Units held by the Existing Investors, or their permitted transferees (if any such transferees have assumed the Excess G&A Obligation pursuant to Section 7.13(f)(ii))transferees, voting together as a single class (a “"Cap Period Extension”"). The Existing Investors and their permitted transferees shall agree on During any Cap Period Extension, the G&A Cap for such extended period must be equal to or greater than the amount of the G&A Cap during any such for the Quarter immediately preceding the Cap Period Extension. An Existing Investor shall have no obligations under this Section 7.13(c) for Excess G&A Obligations during any Cap Period Extension to the extent that such Existing Investor did does not own Common Units or Subordinated Units immediately prior to the Cap Period Extension. (d) The Company shall notify the Existing Investors of the amount of any Excess G&A Obligations within 40 [45] days following the end of any Quarter. The Existing Investors shall initially satisfy their respective Except as provided in this Section 7.13(d) and Section 7.13(f), reimbursement of any Excess G&A Obligations from: (1) with respect to Common Units held shall be made by such Existing Investor, the Original Escrow Accounts, without any limitation in respect of distributions to the Existing Investors on the Common Units owned by such Existing Investors pursuant to Article VI to the extent of the initial distribution to such Existing Investor described under Section 5.1(b) and thereafter limited as set forth below in (d)(i) of this subsection, and (2) with respect to Common Units Transferred by such Existing Investor, any Transfer Escrow Accounts, but only to the extent of the cash distributions that such Existing Investor would have received in respect of the applicable Quarter if such transferred Common Units were then owned by such Existing Investorwithin [5] Business Days thereafter. If at any time there are insufficient funds held in an Existing Investor’s: (i) Original Escrow Account, then such An Existing Investor shall only be obligated to pay its Allocated Percentage of the Excess G&A Obligation for any Quarter not covered by the Original Escrow Account, but only to the extent of the cash distributions made to such Existing Investors with respect to such Quarter on the Common Units actually and Subordinated Units owned by such Existing Investor pursuant to Article VI; and (ii) Transfer Escrow Account, then such Existing Investor shall be obligated to pay its Allocated Percentage of the Excess G&A Obligation on any transferred Common Units for any Quarter not covered by the Transfer Escrow Account, but only to the extent of the cash distributions that such Existing Investor would have received on the transferred Common Units with respect to such Quarter if such transferred Common Units were then owned by such Existing Investor. Except as provided in this Section 7.13(d) and Section 7.13(f): (A) with respect to Common Units held by such Existing Investor and subject to the limitations set forth in (d)(i) above, to the extent there are insufficient funds held in an Existing Investor’s Original Escrow Account, then the Company shall deposit any distributions required to cover such Existing Investor’s Excess G&A Obligation in such Existing Investor’s Original Escrow Account on the applicable distribution date; and (B) with respect to Common Units Transferred by such Existing Investor and subject to the limitations set forth in (d)(ii) above, to the extent there are insufficient funds held in an Existing Investor’s Transfer Escrow Account (x) then the Company shall deposit any distributions on the Common Units then-held by such Existing Investor required to cover such Existing Investor’s Excess G&A Obligation in such Existing Investor’s Transfer Escrow Account on the applicable distribution date or (y) if any such distributions on such Existing Investor’s Common Units are insufficient to cover such Existing Investor’s Excess G&A Obligation in respect of the transferred Common Units, then, within 5 days, such Existing Investor shall deposit immediately available funds in such Existing Investors Transfer Escrow Account sufficient to cover such Existing Investor’s Excess G&A Obligation in respect of the transferred Common Units. (e) During the Cap Period, the annual G&A budget (the “"G&A Budget”") of the Company will require approval of a majority of the Board of Directors in accordance with Section 7.1(f) and at least 30 days prior to the beginning of the fiscal year), which approval shall not be unreasonably withheld. If the G&A Budget is not approved by the Board of Directors, then the G&A Budget for the prior year will apply. Any change in the G&A Budget that exceeds 10% of the G&A Budget for the prior year shall require the unanimous approval of any those members of the Board of Directors affiliated with Copano Partners, the CSFB Entities or and the EnCap Entities, which approval shall not be unreasonably withheld. Any adjustments to an approved G&A Budget that exceed 5% of the approved amount for any particular item in the G&A Budget, or any collective adjustments to an approved G&A Budget that exceed 10% of the total approved G&A Budget, shall require the unanimous approval of any those members of the Board of Directors affiliated with Copano Partners, the EnCap Entities or and the CSFB Entities, which approval shall not be unreasonably withheld. (f) No Existing Investor Neither Copano Partners, the CSFB Entities nor the EnCap Entities shall Transfer any portion of its Common Units or Subordinated Units during the Cap Period, unless prior to such Transfer: (i) such transferor deposits an amount into an escrow account (the “Transfer Escrow Account”) for the benefit of the Company equal to 200% of such transferor’s 's estimated remaining Excess G&A Obligation (based upon the highest G&A subject to the G&A Cap incurred during the previous four Quarters and the applicable quarterly G&A Cap for the Quarter in which such Common Units are Transferred and for each subsequent Quarter prior to expiration of the G&A Cap) multiplied by the percentage of such transferor’s Common Units Transferred, less the amount of funds then remaining in the transferor’s Original Escrow Account; provided that, if at any time funds remaining in such Transfer Escrow Account and the transferor’s Original Escrow Account are insufficient to fund such transferor’s Excess G&A Obligation for any Quarter with respect to the Common Units Transferred, then such transferor shall remain liable to the Company for its portion of the Excess G&A Obligation; provided further, however, that in no event shall any Existing Investor be liable for any Excess G&A Obligation in respect of any transferred Common Units in excess of any cash distributions that such transferring Existing Investor would have received in respect of the applicable Quarter on its transferred Units had such Transfer not occurred; or (ii) such transferring Existing Investor causes the transferee to assume that portion of the transferor’s remaining Excess G&A Obligation pursuant to this Agreement equal to such remaining Excess G&A Obligation multiplied by the percentage of such transferor’s Common Units Transferred. With respect to clause (i) above, such transferring Existing Investor and the Company shall enter into an escrow agreement with a mutually acceptable bank on terms reasonably acceptable to both parties; provided, however, any escrow agreement (x) shall detail, by Quarter, the amount of funds escrowed to satisfy the transferring Existing Investor’s remaining Excess G&A Obligation for such Quarter and shall provide that any funds escrowed for a specific Quarter and not required to satisfy the transferor’s Excess G&A Obligation for that Quarter shall be released from escrow within 60 days following the end of such Quarter and (y) shall provide that no funds will otherwise be released from escrow prior to the end of the Cap Period except to satisfy the transferring Existing Investor’s Excess G&A Obligation. With respect to clause (ii) above, such transferring Existing Investor and transferee shall provide notice to the Company of such assumption of the transferring Existing Investor’s remaining Excess G&A Obligation within 14 Business Days of such Transfer. No subsequent transferee of such Common Units shall Transfer any portion of such transferred Common Units during the Cap Period unless such Transfer is made in accordance with this Section 7.13(f). With respect to any one Existing Investor, the Original Escrow Account and the Transfer Escrow Accounts may be maintained in one escrow account, and the Company will account for the amounts deemed to be in the Original Escrow Account and the amounts deemed to be in the Transfer Escrow Accounts.are

Reimbursement of G&A by the Existing Investors. For purposes of this Section 7.13, the Common Units and Subordinated Units shall be deemed to include only: (i) only the Common Units and Subordinated Units exchanged pursuant to Section 5.1(a)(ii) of this Agreement; and (ii) the Common Units received upon conversion of the subordinated units exchanged pursuant to Section 5.1(a)(ii) of this Agreement. References in this Section 7.13 to “transfers” of Common Units or “transferred” Common Units shall include any prior transfer of subordinated units, all of which have converted into Common Units. (a) Subject to the limitations set forth in Sections 7.13(c) and (d), during the Cap Period or any Cap Period Extension, if the G&A for a Quarter exceeds the Total G&A Cap in respect of such Quarter, the Existing Investors shall reimburse the Company quarterly, on a pro rata basis based on their respective Allocated Percentages, for the Excess G&A Obligation. (b) If during the Cap Period, the Company’s 's EBITDA for any Quarter exceeds $5,400,000, the G&A Cap shall be increased for such Quarter by 10% of the amount in excess of $5,400,000 (the “"Additional G&A Cap”"). (c) The Cap Period may be extended for any number of additional Quarters upon the affirmative vote of at least 95% of the Common Units and Subordinated Units held by the Existing Investors, or their permitted transferees (if any such transferees have assumed the Excess G&A Obligation pursuant to Section 7.13(f)(ii)), voting together as a single class (a “"Cap Period Extension”"). The Existing Investors and their permitted transferees shall agree on the amount of the G&A Cap during any such Cap Period Extension. An Existing Investor shall have no obligations under this Section 7.13(c) for Excess G&A Obligations during any Cap Period Extension to the extent that such Existing Investor did not own Common Units or Subordinated Units immediately prior to the Cap Period Extension. (d) The Company shall notify the Existing Investors of the amount of any Excess G&A Obligations within 40 days following the end of any Quarter. The Existing Investors shall initially satisfy their respective Excess G&A Obligations from: (1) with respect to Common Units or Subordinated Units held by such Existing Investor, the Original Escrow Accounts, without any limitation in respect of distributions to the Existing Investors on the Common Units and Subordinated Units owned by such Existing Investors pursuant to Article VI to the extent of the initial distribution to such Existing Investor described under Section 5.1(b) and thereafter limited as set forth below in (d)(i) of this subsection, and (2) with respect to Common Units or Subordinated Units Transferred by such Existing Investor, any Transfer Escrow Accounts, but only to the extent of the cash distributions that such Existing Investor would have received in respect of the applicable Quarter if such transferred Common Units and Subordinated Units were then owned by such Existing Investor. If at any time there are insufficient funds held in an Existing Investor’s's: (i) Original Escrow Account, then such Existing Investor shall be obligated to pay its Allocated Percentage of the Excess G&A Obligation for any Quarter not covered by the Original Escrow Account, but only to the extent of the cash distributions made to such Existing Investors with respect to such Quarter on the Common Units and Subordinated Units actually owned by such Existing Investor pursuant to Article VI; and (ii) Transfer Escrow Account, then such Existing Investor shall be obligated to pay its Allocated Percentage of the Excess G&A Obligation on any transferred Common Units or Subordinated Units for any Quarter not covered by the Transfer Escrow Account, but only to the extent of the cash distributions that such Existing Investor would have received on the transferred Common Units and Subordinated Units with respect to such Quarter if such transferred Common Units and Subordinated Units were then owned by such Existing Investor. Except as provided in this Section 7.13(d) and Section 7.13(f): (A) with respect to Common Units or Subordinated Units held by such Existing Investor and subject to the limitations set forth in (d)(i) above, to the extent there are insufficient funds held in an Existing Investor’s 's Original Escrow Account, then the Company shall deposit any distributions required to cover such Existing Investor’s 's Excess G&A Obligation in such Existing Investor’s 's Original Escrow Account on the applicable distribution date; and (B) with respect to Common Units or Subordinated Units Transferred by such Existing Investor and subject to the limitations set forth in (d)(ii) above, to the extent there are insufficient funds held in an Existing Investor’s 's Transfer Escrow Account (x) then the Company shall deposit any distributions on the Common Units or Subordinated Units then-held by such Existing Investor required to cover such Existing Investor’s 's Excess G&A Obligation in such Existing Investor’s 's Transfer Escrow Account on the applicable distribution date or (y) if any such distributions on such Existing Investor’s 's Common Units and Subordinated Units are insufficient to cover such Existing Investor’s 's Excess G&A Obligation in respect of the transferred Common Units and Subordinated Units, then, within 5 days, such Existing Investor shall deposit immediately available funds in such Existing Investors Transfer Escrow Account sufficient to cover such Existing Investor’s 's Excess G&A Obligation in respect of the transferred Common Units and Subordinated Units. (e) During the Cap Period, the annual G&A budget (the “"G&A Budget”") of the Company will require approval of a majority of the Board of Directors in accordance with Section 7.1(f) and at least 30 days prior to the beginning of the fiscal year, which approval shall not be unreasonably withheld. If the G&A Budget is not approved by the Board of Directors, then the G&A Budget for the prior year will apply. Any change in the G&A Budget that exceeds 10% of the G&A Budget for the prior year shall require the unanimous approval of any members of the Board of Directors affiliated with Copano Partners, the CSFB Entities or the EnCap Entities, which approval shall not be unreasonably withheld. Any adjustments to an approved G&A Budget that exceed 5% of the approved amount for any particular item in the G&A Budget, or any collective adjustments to an approved G&A Budget that exceed 10% of the total approved G&A Budget, shall require the unanimous approval of any members of the Board of Directors affiliated with Copano Partners, the EnCap Entities or the CSFB Entities, which approval shall not be unreasonably withheld. (f) No Existing Investor shall Transfer any portion of its Common Units or Subordinated Units during the Cap Period, unless prior to such Transfer: (i) such transferor deposits an amount into an escrow account (the “"Transfer Escrow Account”") for the benefit of the Company equal to 200% of such transferor’s 's estimated remaining Excess G&A Obligation (based upon the highest G&A subject to the G&A Cap incurred during the previous four Quarters and the applicable quarterly G&A Cap for the Quarter in which such Common Units are Transferred and for each subsequent Quarter prior to expiration of the G&A Cap) multiplied by the percentage of such transferor’s 's Common Units and Subordinated Units Transferred, less the amount of funds then remaining in the transferor’s 's Original Escrow Account; provided that, if at any time funds remaining in such Transfer Escrow Account and the transferor’s 's Original Escrow Account are insufficient to fund such transferor’s 's Excess G&A Obligation for any Quarter with respect to the Common Units Transferred, then such transferor shall remain liable to the Company for its portion of the Excess G&A Obligation; provided further, however, that in no event shall any Existing Investor be liable for any Excess G&A Obligation in respect of any transferred Common Units or Subordinated Units in excess of any cash distributions that such transferring Existing Investor would have received in respect of the applicable Quarter on its transferred Common Units and Subordinated Units had such Transfer not occurred; or (ii) such transferring Existing Investor causes the transferee to assume that portion of the transferor’s 's remaining Excess G&A Obligation pursuant to this Agreement equal to such remaining Excess G&A Obligation multiplied by the percentage of such transferor’s 's Common Units and Subordinated Units Transferred. With respect to clause (i) above, such transferring Existing Investor and the Company shall enter into an escrow agreement with a mutually acceptable bank on terms reasonably acceptable to both parties; provided, however, any escrow agreement (x) shall detail, by Quarter, the amount of funds escrowed to satisfy the transferring Existing Investor’s 's remaining Excess G&A Obligation for such Quarter and shall provide that any funds escrowed for a specific Quarter and not required to satisfy the transferor’s 's Excess G&A Obligation for that Quarter shall be released from escrow within 60 days following the end of such Quarter and (y) shall provide that no funds will otherwise be released from escrow prior to the end of the Cap Period except to satisfy the transferring Existing Investor’s 's Excess G&A Obligation. With respect to clause (ii) above, such transferring Existing Investor and transferee shall provide notice to the Company of such assumption of the transferring Existing Investor’s 's remaining Excess G&A Obligation within 14 Business Days of such Transfer. No subsequent transferee of such Common Units or Subordinated Units shall Transfer any portion of such transferred Common Units or Subordinated Units during the Cap Period unless such Transfer is made in accordance with this Section 7.13(f). With respect to any one Existing Investor, the Original Escrow Account and the Transfer Escrow Accounts may be maintained in one escrow account, and the Company will account for the amounts deemed to be in the Original Escrow Account and the amounts deemed to be in the Transfer Escrow Accounts.