Common use of Capital Contributions and Percentage Interests Clause in Contracts

Capital Contributions and Percentage Interests. (a) Effective as of the Closing, each of the Members shall make a Capital Contribution to the Company as contemplated by Article II of the Contribution Agreement and the credit balance in the Capital Account of each Member, as a result of such contribution, shall be determined in accordance with Sections 8.1(b). The Percentage Interest of each Class C Member shall be equal to the product, expressed as a percentage, of (i) a fraction, the numerator of which is the credit balance in the Capital Account of such Class C Member determined as set forth in Section 8.1(b) and the denominator of which is the sum of the credit balances in the Capital Accounts of all Class C Members determined as set forth in Section 8.1(b), and (ii) 50. The Percentage Interest of each Class P Member shall be equal to the product of (i) a fraction, the numerator of which is the credit balance in the Capital Account of such Class P Member as determined in accordance with Section 8.1(b) and the denominator of which is the sum of the credit balances in the Capital Accounts of all Class P Members determined as set forth in Section 8.1(b), and (ii) 50. It is the agreement of the parties that (i) the aggregate Percentage Interests of all Class C Members shall equal 50% and the aggregate Percentage Interests of all Class P Members shall equal 50%, (ii) such aggregate Percentage Interests shall not change unless otherwise agreed by the Members and (iii) such aggregate Percentage Interests shall not be affected by the Chevron Pipe Line Contribution. (b) As soon as practicable after the Closing, Chevron and Phil▇▇▇▇ ▇▇▇ll determine the Capital Account balance of each Member as of the Closing Date which shall be equal to the excess of (x) the Carrying Value of the assets contributed by such Member as of the Closing Date determined in accordance with Section 8.1(c) over (y) the liabilities of the Member that are assumed by the Company in connection with such contribution or to which such assets are subject. (c) As soon as practicable after the Closing, (i) Chevron and Phil▇▇▇▇ ▇▇▇ll determine the Capital Account balance of each Member as of the Closing Date by determining in accordance with this Section 8.1(c) the Carrying Values as of the Closing Date of the assets contributed effective as of the Closing Date to the Company by each Member pursuant to Article II of the Contribution Agreement and the liabilities of such Member assumed by the Company effective as of the Closing Date and the liabilities that are secured by assets contributed effective as of the Closing Date to the Company by such Member pursuant to Article II of the Contribution Agreement, (ii) Chevron and Phil▇▇▇▇ ▇▇▇ll determine in accordance with Section 8.1(a) the Percentage Interest as of the Closing Date of each Member, (iii) Schedule 3 hereto shall be completed so that it reflects such Capital Account Balances and Percentage Interests of each Member, and (iv) Chevron and Phil▇▇▇▇ ▇▇▇ll agree to schedules setting forth the Carrying

Capital Contributions and Percentage Interests. (a) Effective as of the Closing, each of the Members shall make a Capital Contribution to the Company as contemplated by Article II of the Contribution Agreement and the credit balance in the Capital Account of each Member, as a result of such contribution, shall be determined in accordance with Sections 8.1(b). The Percentage Interest of each Class C Member shall be equal to the product, expressed as a percentage, of (i) a fraction, the numerator of which is the credit balance in the Capital Account of such Class C Member determined as set forth in Section 8.1(b) and the denominator of which is the sum of the credit balances in the Capital Accounts of all Class C Members determined as set forth in Section 8.1(b), and (ii) 50. The Percentage Interest of each Class P Member shall be equal to the product of (i) a fraction, the numerator of which is the credit balance in the Capital Account of such Class P Member as determined in accordance with Section 8.1(b) and the denominator of which is the sum of the credit balances in the Capital Accounts of all Class P Members determined as set forth in Section 8.1(b), and (ii) 50. It is the agreement of the parties that (i) the aggregate Percentage Interests of all Class C Members shall equal 50% and the aggregate Percentage Interests of all Class P Members shall equal 50%, (ii) such aggregate Percentage Interests shall not change unless otherwise agreed by the Members and (iii) such aggregate Percentage Interests shall not be affected by the Chevron Pipe Line Contribution. (b) As soon as practicable after the Closing, Chevron and Phil▇▇▇▇ ▇▇▇ll determine the Capital Account balance of each Member as of the Closing Date which shall be equal to the excess of (xof(x) the Carrying Value of the assets contributed by such Member as of the Closing Date determined in accordance with Section 8.1(c) over (y) the liabilities of the Member that are assumed by the Company in connection with such contribution or to which such assets are subject. (c) As soon as practicable after the Closing, (i) Chevron and Phil▇▇▇▇ ▇▇▇ll determine the Capital Account balance of each Member as of the Closing Date by determining in accordance with this Section 8.1(c) the Carrying Values as of the Closing Date of the assets contributed effective as of the Closing Date to the Company by each Member pursuant to Article II of the Contribution Agreement and the liabilities of such Member assumed by the Company effective as of the Closing Date and the liabilities that are secured by assets contributed effective as of the Closing Date to the Company by such Member pursuant to Article II of the Contribution Agreement, (ii) Chevron and Phil▇▇▇▇ ▇▇▇ll determine in accordance with Section 8.1(a) the Percentage Interest as of the Closing Date of each Member, (iii) Schedule 3 hereto shall be completed so that it reflects such Capital Account Balances and Percentage Interests of each Member, and of (ivi) Chevron and Phil▇▇▇▇ ▇▇▇ll agree compute (x) the excess of the net book value for financial reporting purposes as of the Closing Date of the assets contributed pursuant to schedules setting forth Article II of the CarryingContribution Agreement by the Class P Members in the aggregate over the aggregate amount of liabilities of such Members that are assumed by the Company in connection with such contribution or to which the such assets are subject ("Class P Financial Statement Net Contribution") and (y) the excess of the net book value for financial reporting purposes as of the Closing Date of the assets contributed pursuant to Article II of the Contribution Agreement by the Class C members in the aggregate over the amount of liabilities of such Members that are assumed by the Company in connection with such contribution or to which such assets are subject ("Class C Financial Statement Net Contribution"). (ii) If(x) the Class P Financial Statement Net Contribution reduced by the aggregate amount to be distributed to the Class P Members pursuant to Section 9.2(0 ("Adjusted Class P Financial Statement Net Contribution") and (y) the amount of the Class C Financial Statement Net Contribution reduced by the aggregate amount to be distributed to the Class C Members pursuant to Section 9.2(0 ("Adjusted Class C Financial Statement Net Contribution") are not equal, an amount equal to the difference between the Adjusted Class P Financial Statement Net Contribution and the Adjusted Class C Financial Statement Net Contribution shall, unless the Members otherwise unanimously agree, be allocated among the assets included in the Class P Financial Statement Net Contribution or Class C Financial Statement Net Contribution, whichever is smaller after reduction of each as provided above in this Section 8.l(c)(ii) by the amounts to be distributed pursuant to Section 9.2(0. The allocation of such difference between the Adjusted Class P Financial Statement Net Contribution and the Adjusted Class C Financial Statement Net Contribution shall be made among such assets in the ratio of each such asset's net book value to the aggregate net book values of all such assets. For purposes of the preceding sentence, the net book value for each such asset shall be the net book value for such asset used in computing the Class P Financial Statement Net Contribution or Class C Financial Statement Net Contribution, as applicable.

Capital Contributions and Percentage Interests. (a) Effective as of the Closing, each of the Members shall make a Capital Contribution to the Company as contemplated by Article II of the Contribution Agreement and the credit balance in the Capital Account of each Member, as a result of such contribution, shall be determined in accordance with Sections 8.1(b). The Percentage Interest of each Class C Member shall be equal to the product, expressed as a percentage, of (i) a fraction, the numerator of which is the credit balance in the Capital Account of such Class C Member determined as set forth in Section 8.1(b) and the denominator of which is the sum of the credit balances in the Capital Accounts of all Class C Members determined as set forth in Section 8.1(b), and (ii) 50. The Percentage Interest of each Class P Member shall be equal to the product of (i) a fraction, the numerator of which is the credit balance in the Capital Account of such Class P Member as determined in accordance with Section 8.1(b) and the denominator of which is the sum of the credit balances in the Capital Accounts of all Class P Members determined as set forth in Section 8.1(b), and (ii) 50. It is the agreement of the parties that (i) the aggregate Percentage Interests of all Class C Members shall equal 50% and the aggregate Percentage Interests of all Class P Members shall equal 50%, (ii) such aggregate Percentage Interests shall not change unless otherwise agreed by the Members and (iii) such aggregate Percentage Interests shall not be affected by the Chevron Pipe Line Contribution. (b) As soon as practicable after the Closing, Chevron and Phil▇▇▇▇▇▇▇▇ ▇▇▇ll shall determine the Capital Account balance of each Member as of the Closing Date which shall be equal to the excess of (x) the Carrying Value of the assets contributed by such Member as of the Closing Date determined in accordance with Section 8.1(c) over (y) the liabilities of the Member that are assumed by the Company in connection with such contribution or to which such assets are subject. (c) As soon as practicable after the Closing, (i) Chevron and Phil▇▇▇▇▇▇▇▇ ▇▇▇ll shall determine the Capital Account balance of each Member as of the Closing Date by determining in accordance with this Section 8.1(c) the Carrying Values as of the Closing Date of the assets contributed effective as of the Closing Date to the Company by each Member pursuant to Article II of the Contribution Agreement and the liabilities of such Member assumed by the Company effective as of the Closing Date and the liabilities that are secured by assets contributed effective as of the Closing Date to the Company by such Member pursuant to Article II of the Contribution Agreement, (ii) Chevron and Phil▇▇▇▇▇▇▇▇ ▇▇▇ll shall determine in accordance with Section 8.1(a) the Percentage Interest as of the Closing Date of each Member, (iii) Schedule 3 hereto shall be completed so that it reflects such Capital Account Balances and Percentage Interests of each Member, and (iv) Chevron and Phil▇▇▇▇▇▇▇▇ ▇▇▇ll shall agree to schedules setting forth the CarryingCarrying Values specified in clause (i) of this sentence. Except to the extent the Members otherwise unanimously agree, the Carrying Value of the assets contributed by each Member pursuant to Article II of the Contribution Agreement shall be determined as follows: (i) Chevron and ▇▇▇▇▇▇▇▇ shall compute (x) the excess of the net book value for financial reporting purposes as of the Closing Date of the assets contributed pursuant to Article II of the Contribution Agreement by the Class P Members in the aggregate over the aggregate amount of liabilities of such Members that are assumed by the Company in connection with such contribution or to which the such assets are subject ("Class P Financial Statement Net Contribution") and (y) the excess of the net book value for financial reporting purposes as of the Closing Date of the assets contributed pursuant to Article II of the Contribution Agreement by the Class C members in the aggregate over the amount of liabilities of such Members that are assumed by the Company in connection with such contribution or to which such assets are subject ("Class C Financial Statement Net Contribution"). (ii) If (x) the Class P Financial Statement Net Contribution reduced by the aggregate amount to be distributed to the Class P Members pursuant to Section 9.2(f) ("Adjusted Class P Financial Statement Net Contribution") and (y) the amount of the Class C Financial Statement Net Contribution reduced by the aggregate amount to be distributed to the Class C Members pursuant to Section 9.2(f) ("Adjusted Class C Financial Statement Net Contribution") are not equal, an amount equal to the difference between the Adjusted Class P Financial Statement Net Contribution and the Adjusted Class C Financial Statement Net Contribution shall, unless the Members otherwise unanimously agree, be allocated among the assets included in the Class P Financial Statement Net Contribution or Class C Financial Statement Net Contribution, whichever is smaller after reduction of each as provided above in this Section 8.1(c)(ii) by the amounts to be distributed pursuant to Section 9.2(f). The allocation of such difference between the Adjusted Class P Financial Statement Net Contribution and the Adjusted Class C Financial Statement Net Contribution shall be made among such assets in the ratio of each such asset's net book value to the aggregate net book values of all such assets. For purposes of the preceding sentence, the net book value for each such asset shall be the net book value for such asset used in computing the Class P Financial Statement Net Contribution or Class C Financial Statement Net Contribution, as applicable. (d) Section 8.1(b) and (c) are designed to result in the aggregate credit balances in the Capital Accounts of the Class C Members being equal to the aggregate credit balances in the Capital Accounts of the Class P Members after giving effect to the distributions provided for in Section 9.2(f) which is consistent with the agreement of the Members that the fair market value of the net assets being contributed to the Company by the Class C Members and the fair market value of the net assets being contributed to the Company by the Class P Members are equal after giving effect to the distributions provided for in Section 9.2(f), and this result shall not be affected by the Chevron Pipe Line Contribution.