Common use of MLP GP Clause in Contracts

MLP GP. By way of further adjustment to any adjustment made pursuant to clause (A) above in respect of MLP GP, (1) If the Target Third Party Indebtedness Balance in respect of, in the aggregate, Gulfstream Natural Gas System, L.L.C., Spectra Energy Sand Hills Holding, LLC, Spectra Energy Southern Hills Holding, LLC, Spectra Energy Southeast MHP Holding, LLC and Spectra Energy Express Holding, LLC minus the aggregate Third Party Indebtedness Balance of such Companies as of the First Closing Date is a positive number, SEP shall pay in cash to MLP GP an amount equal to such positive number. (2) If the Target Third Party Indebtedness Balance in respect of, in the aggregate, Gulfstream Natural Gas System, L.L.C., Spectra Energy Sand Hills Holding, LLC, Spectra Energy Southern Hills Holding, LLC, Spectra Energy Southeast MHP Holding, LLC and Spectra Energy Express Holding, LLC minus the aggregate Third Party Indebtedness Balance of such Companies as of the First Closing Date is a negative number, the Base Cash Consideration otherwise payable to MLP GP shall be decreased by an amount equal to the aggregate Third Party Indebtedness Balance of such Companies as of the First Closing Date minus the aggregate Target Third Party Indebtedness Balance in respect of such Companies.

MLP GP. By way of further adjustment to any adjustment made pursuant to clause (A) above in respect of MLP GP,, on the First Closing: (1) If the Target Third Party Indebtedness Balance in respect of, in the aggregate, Gulfstream Natural Gas System, L.L.C., Spectra Energy Sand Hills Holding, LLC, Spectra Energy Southern Hills Holding, LLC, Spectra Energy Southeast MHP Holding, LLC and Spectra Energy Express Holding, LLC minus the aggregate Third Party Indebtedness Balance of such Companies as of the First Closing Date is a positive number, SEP shall pay in cash to MLP GP an amount equal to such positive number. (2) If the Target Third Party Indebtedness Balance in respect of, in the aggregate, Gulfstream Natural Gas System, L.L.C., Spectra Energy Sand Hills Holding, LLC, Spectra Energy Southern Hills Holding, LLC, Spectra Energy Southeast MHP Holding, LLC and Spectra Energy Express Holding, LLC minus the aggregate Third Party Indebtedness Balance of such Companies as of the First Closing Date is a negative number, the Base Cash Consideration otherwise payable to MLP GP shall be decreased by an amount equal to the aggregate Third Party Indebtedness Balance of such Companies as of the First Closing Date minus the aggregate Target Third Party Indebtedness Balance in respect of such Companies.