Common use of Administrative Fee Clause in Contracts

Administrative Fee. (a) As consideration for CONSOL’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL an annual fee that will reflect the costs incurred by CONSOL and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL in accordance with Schedule C (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors and their Affiliates to the Partnership Group, as well as any third-party costs actually incurred by the Sponsors and their Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors and their Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits of employees of the Sponsors or their Affiliates (and any employment, payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors or their Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors or their Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commission; tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; legal fees; investor relations expenses; transfer agent and registrar fees; outside director fees; and insurance expenses; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services provided by the Sponsors and their Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors a fixed fee, in the amount shown on Schedule C, in consideration for the services of certain employees of such Sponsor and its Affiliates in their capacities as officers of the General Partner and the Group Members. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor in good faith, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by such Sponsor and may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors and their Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. (d) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, both the fixed and variable portions of such fee as described in Schedule C), to be paid by the Partnership Group for such calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors or any of their Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOLQEP’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL QEP an annual fee that will reflect the costs incurred by CONSOL QEP and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL QEP and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL QEP in accordance with Schedule C (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard standard, and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors QEP and their its Affiliates to the Partnership Group, as well as any third-third party costs actually incurred by the Sponsors QEP and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors QEP and their its Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits of employees of the Sponsors QEP or their its Affiliates (and any employment, withholding or payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. For the avoidance of doubt, the Administrative Fee shall include any withholding and payroll related taxes paid by QEP and its Affiliates in connection with any long-term incentive plan of the General Partner or the Partnership Group. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors QEP or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors QEP or their its Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including including, but not limited to, costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commissionreporting; tax return and Schedule K-1 preparation and distributiondistribution expenses; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliancecompliance expenses; expenses associated with listing on the New York Stock ExchangeNYSE; independent auditor fees; legal fees; investor relations expenses; registrar and transfer agent and registrar fees; , outside director fees; fees and director and officer insurance expenses; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services services provided by the Sponsors QEP and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors QEP a fixed fee, in the amount shown on Schedule C, in consideration for the services of certain employees of such Sponsor QEP and its Affiliates in their capacities as officers of the General Partner and the Group Members. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor QEP in good faith, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by such Sponsor and may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors and their Affiliates QEP Entities or the Partnership Group, including any interpretation of such laws, rules or regulations. (d) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble QEP will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, including both the fixed and variable portions of such fee the Administrative Fee as described in Schedule C), ) to be paid by the Partnership Group for such calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble QEP will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors QEP or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOLTLGP’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL TLGP an annual fee that will reflect the costs incurred by CONSOL TLGP and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL TLGP and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL TLGP in accordance with Schedule C (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard standard, and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors TLGP and their its Affiliates to the Partnership Group, as well as any third-third party costs actually incurred by the Sponsors TLGP and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors TLGP and their its Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits of employees of the Sponsors TLGP or their its Affiliates (and any employment, withholding or payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. For the avoidance of doubt, the Administrative Fee shall include any withholding and payroll related taxes paid by TLGP and its Affiliates in connection with any long-term incentive plan of the General Partner or the Partnership Group. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors TLGP or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors TLGP or their its Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including including, but not limited to, costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commissionreporting; tax return and Schedule K-1 preparation and distributiondistribution expenses; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliancecompliance expenses; expenses associated with listing on the New York Stock ExchangeNYSE; independent auditor fees; legal fees; investor relations expenses; registrar and transfer agent and registrar fees; , outside director fees; fees and director and officer insurance expenses; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services services provided by the Sponsors TLGP and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors a fixed fee, in the amount shown on Schedule C, in consideration for the services of certain employees of such Sponsor and its Affiliates in their capacities as officers of the General Partner and the Group Members. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor TLGP in good faith, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by such Sponsor and may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors and their Affiliates TLLP Entities or the Partnership Group, including any interpretation of such laws, rules or regulations. (dc) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble TLGP will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, including both the fixed and variable portions of such fee the Administrative Fee as described in Schedule C), ) to be paid by the Partnership Group for such calendar year. For the calendar year in which 2014, the Closing Date occurs, such estimate fixed portion of the Administrative Fee shall be made as set forth on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Schedule C. Commencing with the first full month following the Closing Effective Date, each of the CNX Administrative Fee and the Noble Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble TLGP will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors TLGP or any of their its Affiliates against the Administrative Fee payable hereunder. (d) As soon as reasonably practicable after the Effective Date, but in any event no later than 20 days following the end of the first full month following the Effective Date, QEP shall provide written notice to TLGP of the pro-rata portion of the Administrative Fee due to QEP pursuant to the Original Agreement for any period prior to the Effective Date that has not been previously invoiced to the Partnership Group. TLGP shall include that amount in its first invoice submitted to the Partnership Group in accordance with Section 3.2(c) and shall remit, or cause the Partnership Group to remit, payment to QEP for the applicable amount.

Administrative Fee. (a) As consideration for CONSOL’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL an annual fee that will reflect the costs incurred by CONSOL and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL in accordance with Schedule C (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual flat fee that will reflect initially be equal to $6,850,000 per year (and prorated for the portion of year following the consummation of the IPO) (the “Administrative Fee”), which will be payable in monthly installments. The Parties acknowledge that the fixed fee reflects the costs expected to be incurred by Noble and its Affiliates in providing such the General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”3.3 below). The Parties further acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors Noble and their its Affiliates to the Partnership Group, as well as any third-party costs actually incurred by the Sponsors Noble and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors Noble and their its Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits of employees of the Sponsors or their Affiliates (and any employment, payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors or their Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors or their Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commission; tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; legal fees; investor relations expenses; transfer agent and registrar fees; outside director fees; and insurance expenses; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services provided by the Sponsors Noble and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part If any officer of the Administrative FeeGeneral Partner is not covered by the amount paid under the Operational Services and Secondment Agreement, then the Partnership Group shall pay to each of the Sponsors a fixed fee, in the be allocated an amount shown on Schedule C, in consideration for the services of certain such employees of such Sponsor and its Affiliates Noble Energy Group in their capacities as officers of the General Partner and the Partnership Group MembersMembers and such allocated amount shall be included in the Administrative Fee. (c) The Parties acknowledge and agree that Concurrently with the CNX Administrative Fee and/or annual rate redetermination process under the NBL Administrative Fee may change each calendar yearRevenue Agreements, as determined by Noble shall submit to the applicable Sponsor in Board of Directors of the General Partner its good faith, to accurately reflect faith estimate of the degree and extent cost of the General and Administrative Services to be provided to the Partnership Group by such Sponsor and for the coming 12-month period, which may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors Noble and their its Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. The Board of Directors of the General Partner shall review the proposed Administrative Fee and shall submit any disputes to Noble as promptly as reasonably practicable. If Noble and the Board of Directors of the General Partner are unable to agree on the Administrative Fee for any year, Noble and the Partnership shall submit the proposed Administrative Fee and supporting documentation to an independent auditing firm for review, and the determination of the independent auditing firm with respect to all items included in the Administrative Fee shall be binding on Noble and the Partnership. Notwithstanding anything contained herein to the contrary, the Administrative Fee shall not be increased until after the third anniversary of the Closing Date. (d) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, both the fixed and variable portions of such fee as described in Schedule C), to be paid by the Partnership Group for such calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble The Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during (or the term next succeeding business day) beginning with the first full month after the Closing Date and continuing through the termination of this AgreementAgreement pursuant to Section 6.4 (the “NEI Invoice Delivery Date”), each of CONSOL and Noble will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory be as detailed as the General Partner may require, acting reasonably, including (if requested) support of such amounts set forth in the invoice and such other supporting detail as the General Partner may reasonably requirerequested. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefortherefor (the “Partnership Invoice Payment Date”). The Partnership Group shall not offset any amounts owing to it by the Sponsors Noble or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOLMPC’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL MPC an annual fee that will reflect the costs incurred by CONSOL MPC and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL MPC and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL MPC in accordance with Schedule C (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard standard, and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors MPC and their its Affiliates to the Partnership Group, as well as any third-third party costs actually incurred by the Sponsors MPC and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors MPC and their its Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits of employees of the Sponsors MPC or their its Affiliates (and any employment, payroll or similar employment taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors MPC or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors MPC or their its Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including including, but not limited to, costs associated with the following: annual, quarterly or current reports, independent auditor fees, partnership governance and current reporting with the Securities compliance, registrar and Exchange Commission; transfer agent fees, exchange listing fees, tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; , legal fees; investor relations expenses; transfer agent , independent director compensation and registrar fees; outside director fees; directors and officers liability insurance expensespremiums; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services services provided by the Sponsors MPC and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors MPC a fixed fee, in the amount shown on Schedule C, in consideration for the services of certain employees of such Sponsor MPC and its Affiliates in their capacities as officers of the General Partner and the Group Members. To the extent that the General Partner grants any awards under any of the Partnership’s or the General Partner’s incentive compensation plans in effect from time to time to any employee of MPC and its Affiliates, or any directors of the General Partner, such awards shall not be part of the Administrative Fee and shall be at the Partnership’s sole expense. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor MPC in good faith, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by such Sponsor and may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors and their Affiliates MPC Entities or the Partnership Group, including any interpretation of such laws, rules or regulations. (d) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble MPC will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, including both the fixed and variable portions of such fee the Administrative Fee as described in Schedule C), ) to be paid by the Partnership Group for such calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble MPC will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors MPC or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOLMPC’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL MPC an annual fee that will reflect the costs incurred by CONSOL MPC and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL MPC and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL MPC in accordance with Schedule C (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further hereby acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors MPC and their its Affiliates to the Partnership Group, as well as any third-third party costs actually incurred by the Sponsors MPC and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors MPC and their its Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits of employees of the Sponsors MPC or their its Affiliates (and any employment, payroll or similar employment taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors MPC or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors MPC or their its Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including including, but not limited to, costs associated with the following: annual, quarterly or current reports, independent auditor fees, partnership governance and current reporting with the Securities compliance, registrar and Exchange Commission; transfer agent fees, exchange listing fees, tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; , legal fees; investor relations expenses; transfer agent , independent director compensation and registrar fees; outside director fees; directors and officers liability insurance expensespremiums; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services services provided by the Sponsors MPC and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors MPC a fixed fee, in the amount shown on Schedule C, in consideration for the services of certain employees of such Sponsor MPC and its Affiliates in their capacities as officers of the General Partner and the Group Members. To the extent that the General Partner grants any awards under any of the Partnership’s incentive compensation plans in effect from time to time to any employee of MPC and its Affiliates, or any directors of the General Partner, such awards shall not be part of the Administrative Fee and shall be at the Partnership’s sole expense. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor MPC in good faith, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by such Sponsor and may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors and their Affiliates MPC Entities or the Partnership Group, including any interpretation of such laws, rules or regulations. (d) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble MPC will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, including both the fixed and variable portions of such fee the Administrative Fee as described in Schedule C), ) to be paid by the Partnership Group for such calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble MPC will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors MPC or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOL’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL an annual fee that will reflect the costs incurred by CONSOL and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL in accordance with Schedule C (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual flat fee that will reflect initially be equal to $6,850,000 per year (and prorated for the portion of year following the consummation of the IPO) (the “Administrative Fee”), which will be payable in monthly installments. The Parties acknowledge that the fixed fee reflects the costs expected to be incurred by Noble and its Affiliates in providing such the General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”3.3 below). The Parties further acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors Noble and their its Affiliates to the Partnership Group, as well as any third-party costs actually incurred by the Sponsors Noble and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors Noble and their its Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits of employees of the Sponsors or their Affiliates (and any employment, payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors or their Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors or their Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commission; tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; legal fees; investor relations expenses; transfer agent and registrar fees; outside director fees; and insurance expenses; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services provided by the Sponsors Noble and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part If any officer of the Administrative FeeGeneral Partner is not covered by the amount paid under the Operational Services and Secondment Agreement, then the Partnership Group shall pay to each of the Sponsors a fixed fee, in the be allocated an amount shown on Schedule C, in consideration for the services of certain such employees of such Sponsor and its Affiliates Noble Energy Group in their capacities as officers of the General Partner and the Partnership Group MembersMembers and such allocated amount shall be included in the Administrative Fee. (c) The Parties acknowledge and agree that Concurrently with the CNX Administrative Fee and/or annual rate redetermination process under the NBL Administrative Fee may change each calendar yearRevenue Agreements, as determined by Noble shall submit to the applicable Sponsor in Board of Directors of the General Partner its good faith, to accurately reflect faith estimate of the degree and extent cost of the General and Administrative Services to be provided to the Partnership Group by such Sponsor and for the coming 12-month period, which may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors Noble and their its Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. The Board of Directors of the General Partner shall review the proposed Administrative Fee and shall submit any disputes to Noble as promptly as reasonably practicable. If Noble and the Board of Directors of the General Partner are unable to agree on the Administrative Fee for any year, Noble and the Partnership shall submit the proposed Administrative Fee and supporting documentation to an independent auditing firm for review, and the determination of the independent auditing firm with respect to all items included in the Administrative Fee shall be binding on Noble and the Partnership. (d) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, both the fixed and variable portions of such fee as described in Schedule C), to be paid by the Partnership Group for such calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble The Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during (or the term next succeeding business day) beginning with the first full month after the Closing Date and continuing through the termination of this AgreementAgreement pursuant to Section 6.4 (the “NEI Invoice Delivery Date”), each of CONSOL and Noble will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory be as detailed as the General Partner may require, acting reasonably, including (if requested) support of such amounts set forth in the invoice and such other supporting detail as the General Partner may reasonably requirerequested. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefortherefor (the “Partnership Invoice Payment Date”). The Partnership Group shall not offset any amounts owing to it by the Sponsors Noble or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOLUSD’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL USD an annual fee that will reflect the costs incurred by CONSOL USD and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL USD and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL USD in accordance with Schedule C (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard standard, and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors USD and their its Affiliates to the Partnership Group, as well as any third-third party costs actually incurred by the Sponsors USD and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors USD and their its Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits of employees of the Sponsors USD or their its Affiliates (and any employment, withholding or payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. For the avoidance of doubt, the Administrative Fee shall include any withholding and payroll related taxes paid by USD and its Affiliates in connection with any long-term incentive plan of the General Partner or the Partnership Group. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors USD or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors USD or their its Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including including, but not limited to, costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commissionreporting; tax return and Schedule K-1 preparation and distributiondistribution expenses; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliancecompliance expenses; expenses associated with listing on the New York Stock ExchangeNYSE; independent auditor fees; legal fees; investor relations expenses; registrar and transfer agent and registrar fees; , outside director fees; fees and director and officer insurance expenses; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services services provided by the Sponsors USD and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors USD a fixed fee, in the amount shown on Schedule C, in consideration for the services of certain employees of such Sponsor USD and its Affiliates in their capacities as officers of the General Partner and the Group Members. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor USD in good faith, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by such Sponsor and may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors and their Affiliates USD Entities or the Partnership Group, including any interpretation of such laws, rules or regulations. (d) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble USD will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, including both the fixed and variable portions of such fee the Administrative Fee as described in Schedule C), ) to be paid by the Partnership Group for such calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble USD will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors USD or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOLHEP’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL HEP an annual fee that will reflect the costs incurred by CONSOL HEP and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL HEP and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL HEP in accordance with Schedule C B (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors HEP and their its Affiliates to the Partnership Group, as well as any third-party costs actually incurred by the Sponsors HEP and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors HEP and their its Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits (other than unit-based compensation) of employees of the Sponsors HEP or their Affiliates its Affiliates, including HEP Services (and any employment, payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall are intended to be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership GroupGroup or pursuant to such other reasonable allocation methodology as HEP may determine; (ii) any expenses incurred or payments made by the Sponsors HEP or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors or their Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commission; tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; legal fees; investor relations expenses; transfer agent and registrar fees; outside director fees; and insurance expenses; and (iviii) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services provided by the Sponsors HEP and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors a fixed fee, in the amount shown on Schedule C, in consideration for the services of certain employees of such Sponsor and its Affiliates in their capacities as officers of the General Partner and the Group Members. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar yearyear or upon the occurrence of a material contribution, acquisition or disposition to or by the Partnership Group, in each case, as determined by the applicable Sponsor HEP in good faith, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by such Sponsor and may be adjusted to reflectHEP, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to accurately reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors HEP and their its Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. (dc) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, both the fixed and variable portions of such fee as described in Schedule C), to be paid by the Partnership Group for such calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble The Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble the HEP Group will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors HEP or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOL’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL an annual fee that will reflect the costs incurred by CONSOL and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL and its Affiliates are entitled to reimbursement pursuant to Section 3.33.3 and Section 3.4), as determined in good faith by CONSOL in accordance with Schedule C Exhibit D (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors CONSOL and their its Affiliates to the Partnership Group, as well as any third-party costs actually incurred by the Sponsors CONSOL and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors CONSOL and their its Affiliates are entitled to reimbursement pursuant to Section 3.33.3 and Section 3.4), including the following: (i) the compensation and employee benefits of employees of the Sponsors CONSOL or their its Affiliates (and any employment, payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services providing General and Administrative Services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors CONSOL or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors CONSOL or their its Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commission; tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; legal fees; investor relations expenses; transfer agent and registrar fees; outside independent director feesfees and other compensation; and insurance expenses; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services provided by the Sponsors CONSOL and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors CONSOL a fixed feeParent Executive Support Fee, in the amount shown on Schedule CExhibit D, in consideration for the services of certain employees executive officers of such Sponsor CONSOL and its Affiliates in Affiliates, who devote less than 50% of their capacities as officers business time to the Partnership Group, for their provision of executive support services for the benefit of the General Partner and the Partnership Group Members. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor CONSOL in good faithfaith after consultation with the General Partner, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by CONSOL and its Affiliates and such Sponsor and determination may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors CONSOL and their its Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. (d) On or prior to January October 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, both the fixed and variable portions of such fee as described in Schedule C), to be paid by the Partnership Group for such the following calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and (with the Noble Administrative Fee, respectivelyParent Executive Support Fee separately stated). Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors CONSOL or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOLUSD’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL USD an annual fee that will reflect the costs incurred by CONSOL USD and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL USD and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL in accordance with Schedule C USD (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard standard, and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors USD and their its Affiliates to the Partnership Group, as well as any third-third party costs actually incurred by the Sponsors USD and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors USD and their its Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits of employees of the Sponsors USD or their its Affiliates (and any employment, withholding or payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. For the avoidance of doubt, the Administrative Fee shall include any withholding and payroll related taxes paid by USD and its Affiliates in connection with any long-term incentive plan of the General Partner or the Partnership Group. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors USD or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors USD or their its Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including including, but not limited to, costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commissionreporting; tax return and Schedule K-1 preparation and distributiondistribution expenses; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliancecompliance expenses; expenses associated with listing on the New York Stock ExchangeNYSE; independent auditor fees; legal fees; investor relations expenses; registrar and transfer agent and registrar fees; , outside director fees; fees and director and officer insurance expenses; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services services provided by the Sponsors USD and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors USD a fixed fee, in the amount shown on Schedule C, fee in consideration for the services of certain employees of such Sponsor USD and its Affiliates in their capacities as officers of the General Partner and the Group Members, which for the 2021 calendar year shall not exceed the amount set forth in the budget for the 2021 calendar year previously approved by the Board of Directors of the General Partner on behalf of the Partnership. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor USD in good faith, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by such Sponsor and may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors and their Affiliates USD Entities or the Partnership Group, including any interpretation of such laws, rules or regulations. (d) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble USD will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, including both the fixed and variable portions of such fee as described in Schedule C), the Administrative Fee to be paid by the Partnership Group for such calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble The Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble USD will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors USD or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOL’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL an annual fee that will reflect the costs incurred by CONSOL and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by CONSOL in accordance with Schedule C (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual flat fee that will reflect initially be equal to $6,850,000 per year (and prorated for the portion of year following the consummation of the IPO) (the “Administrative Fee”), which will be payable in monthly installments. The Parties acknowledge that the fixed fee reflects the costs expected to be incurred by Noble and its Affiliates in providing such the General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”3.3 below). The Parties further acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors Noble and their its Affiliates to the Partnership Group, as well as any third-party costs actually incurred by the Sponsors Noble and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors Noble and their its Affiliates are entitled to reimbursement pursuant to Section 3.3), including the following: (i) the compensation and employee benefits of employees of the Sponsors or their Affiliates (and any employment, payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors or their Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors or their Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commission; tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; legal fees; investor relations expenses; transfer agent and registrar fees; outside director fees; and insurance expenses; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services provided by the Sponsors Noble and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part If any officer of the Administrative FeeGeneral Partner is not covered by the amount paid under the Operational Services and Secondment Agreement, then the Partnership Group shall pay to each of the Sponsors a fixed fee, in the be allocated an amount shown on Schedule C, in consideration for the services of certain such employees of such Sponsor and its Affiliates Noble Energy Group in their capacities as officers of the General Partner and the Partnership Group MembersMembers and such allocated amount shall be included in the Administrative Fee. (c) The Parties acknowledge and agree that Concurrently with the CNX Administrative Fee and/or annual rate redetermination process under the NBL Administrative Fee may change each calendar yearRevenue Agreements, as determined by Noble shall submit to the applicable Sponsor in Board of Directors of the General Partner its good faith, to accurately reflect faith estimate of the degree and extent cost of the General and Administrative Services to be provided to the Partnership Group by such Sponsor and for the coming 12-month period, which may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors Noble and their its Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. The Board of Directors of the General Partner shall review the proposed Administrative Fee and shall submit any disputes to Noble as promptly as reasonably practicable. If Noble and the Board of Directors of the General Partner are unable to agree on the Administrative Fee for any year, Noble and the Partnership shall submit the proposed Administrative Fee and supporting documentation to an independent auditing firm for review, and the determination of the independent auditing firm with respect to all items included in the Administrative Fee shall be binding on Noble and the Partnership. (d) On or prior to January 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, both the fixed and variable portions of such fee as described in Schedule C), to be paid by the Partnership Group for such calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble The Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during (or the term next succeeding business day) beginning with the first full month after the Closing Date and continuing through the termination of this AgreementAgreement pursuant to Section 6.4 (the “NEI Invoice Delivery Date”), each of CONSOL and Noble will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and the Noble Administrative Fee, respectively. Each invoice will contain reasonably satisfactory be as detailed as the General Partner may require, acting reasonably, including (if requested) support of such amounts set forth in the invoice and such other supporting detail as the General Partner may reasonably requirerequested. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefortherefor (the “Partnership Invoice Payment Date”). The Partnership Group shall not offset any amounts owing to it by the Sponsors Noble or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOL’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL an annual fee that will reflect the costs incurred by CONSOL and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL and its Affiliates are entitled to reimbursement pursuant to Section 3.33.3 and Section 3.4), as determined in good faith by CONSOL in accordance with Schedule C Exhibit D (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors CONSOL and their its Affiliates to the Partnership Group, as well as any third-party costs actually incurred by the Sponsors CONSOL and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors CONSOL and their its Affiliates are entitled to reimbursement pursuant to Section 3.33.3 and Section 3.4), including the following: (i) the base compensation and employee benefits of employees of the Sponsors CONSOL or their its Affiliates (and any employment, payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services providing General and Administrative Services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors CONSOL or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the IPO Assets, the First Drop Down Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors or their Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commission; tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; legal fees; investor relations expenses; transfer agent and registrar fees; outside director fees; and insurance expenses; and (iviii) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services provided by the Sponsors CONSOL and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors CONSOL a fixed feeParent Executive Support Fee, in the amount shown on Schedule CExhibit D, in consideration for the services of certain employees executive officers of such Sponsor CONSOL and its Affiliates in Affiliates, who devote less than 50% of their capacities as officers business time to the Partnership Group, for their provision of executive support services for the benefit of the General Partner and the Partnership Group Members. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor CONSOL in good faithfaith after consultation with the General Partner, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by CONSOL and its Affiliates and such Sponsor and determination may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors CONSOL and their its Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. (d) On or prior to January October 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, both the fixed and variable portions of such fee as described in Schedule C), to be paid by the Partnership Group for such the following calendar year. For the calendar year in which the IPO Closing Date occurs, such estimate shall be made on or prior to the IPO Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble The Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and (with the Noble Administrative Fee, respectivelyParent Executive Support Fee separately stated). Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors CONSOL or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOL’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL an annual fee that will reflect the costs incurred by CONSOL and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL and its Affiliates are entitled to reimbursement pursuant to Section 3.33.3 and Section 3.4), as determined in good faith by CONSOL in accordance with Schedule C Exhibit D (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors CONSOL and their its Affiliates to the Partnership Group, as well as any third-third- party costs actually incurred by the Sponsors CONSOL and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors CONSOL and their its Affiliates are entitled to reimbursement pursuant to Section 3.33.3 and Section 3.4), including the following: (i) the compensation and employee benefits of employees of the Sponsors CONSOL or their its Affiliates (and any employment, payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services providing General and Administrative Services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors CONSOL or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors CONSOL or their its Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commission; tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; legal fees; investor relations expenses; transfer agent and registrar fees; outside independent director feesfees and other compensation; and insurance expenses; and (iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services provided by the Sponsors CONSOL and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors CONSOL a fixed feeParent Executive Support Fee, in the amount shown on Schedule CExhibit D, in consideration for the services of certain employees executive officers of such Sponsor CONSOL and its Affiliates in Affiliates, who devote less than 50% of their capacities as officers business time to the Partnership Group, for their provision of executive support services for the benefit of the General Partner and the Partnership Group Members. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor CONSOL in good faithfaith after consultation with the General Partner, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by CONSOL and its Affiliates and such Sponsor and determination may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors CONSOL and their its Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. (d) On or prior to January October 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, both the fixed and variable portions of such fee as described in Schedule C), to be paid by the Partnership Group for such the following calendar year. For the calendar year in which the Closing Date occurs, such estimate shall be made on or prior to the Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and (with the Noble Administrative Fee, respectivelyParent Executive Support Fee separately stated). Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors CONSOL or any of their its Affiliates against the Administrative Fee payable hereunder.

Administrative Fee. (a) As consideration for CONSOL’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to CONSOL an annual fee that will reflect the costs incurred by CONSOL and its Affiliates in providing such General and Administrative Services (other than those costs for which CONSOL and its Affiliates are entitled to reimbursement pursuant to Section 3.33.3 and Section 3.4), as determined in good faith by CONSOL in accordance with Schedule C Exhibit D (the “CNX Administrative Fee”). As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual fee that will reflect the costs incurred by Noble and its Affiliates in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), as determined in good faith by Noble in accordance with Schedule C (the “NBL Administrative Fee” and, together with the CNX Administrative Fee, the “Administrative Fee”). The Parties acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that each of the CNX Administrative Fee and the NBL Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by the Sponsors CONSOL and their its Affiliates to the Partnership Group, as well as any third-third- party costs actually incurred by the Sponsors CONSOL and their its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which the Sponsors CONSOL and their its Affiliates are entitled to reimbursement pursuant to Section 3.33.3 and Section 3.4), including the following: (i) the base compensation and employee benefits of employees of the Sponsors CONSOL or their its Affiliates (and any employment, payroll or similar taxes related thereto), to the extent, but only to the extent, such employees perform General and Administrative Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits (and any withholding or payroll taxes related thereto) shall be allocated to the Partnership Group based on the annual weighted average of time spent and number of employees devoting services providing General and Administrative Services to the Partnership Group; (ii) any expenses incurred or payments made by the Sponsors CONSOL or their its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the IPO Assets, the First Drop Down Assets or the business of the Partnership Group; (iii) all expenses and expenditures incurred by the Sponsors or their Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with the following: annual, quarterly and current reporting with the Securities and Exchange Commission; tax return and Schedule K-1 preparation and distribution; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance; listing on the New York Stock Exchange; independent auditor fees; legal fees; investor relations expenses; transfer agent and registrar fees; outside director fees; and insurance expenses; and (iviii) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services provided by the Sponsors CONSOL and their its Affiliates to the Partnership Group pursuant to Section 3.1. (b) As part of the Administrative Fee, the Partnership Group shall pay to each of the Sponsors CONSOL a fixed feeParent Executive Support Fee, in the amount shown on Schedule CExhibit D, in consideration for the services of certain employees executive officers of such Sponsor CONSOL and its Affiliates in Affiliates, who devote less than 50% of their capacities as officers business time to the Partnership Group, for their provision of executive support services for the benefit of the General Partner and the Partnership Group Members. (c) The Parties acknowledge and agree that the CNX Administrative Fee and/or the NBL Administrative Fee may change each calendar year, as determined by the applicable Sponsor CONSOL in good faithfaith after consultation with the General Partner, to accurately reflect the degree and extent of the General and Administrative Services provided to the Partnership Group by CONSOL and its Affiliates and such Sponsor and determination may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Sponsors CONSOL and their its Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. (d) On or prior to January October 1 of each calendar year during the term of this Agreement, each of CONSOL and Noble will notify the General Partner of the estimated amount of the CNX Administrative Fee and Noble Administrative Fee, respectively (including, in each case, both the fixed and variable portions of such fee as described in Schedule C), to be paid by the Partnership Group for such the following calendar year. For the calendar year in which the IPO Closing Date occurs, such estimate shall be made on or prior to the IPO Closing Date and shall pertain only to the remainder of such calendar year. Commencing with the first full month following the Closing Date, each of the CNX Administrative Fee and the Noble The Administrative Fee shall be invoiced and paid as follows: (i) Within 20 days following the end of each month during the term of this Agreement, each of CONSOL and Noble will submit to the Partnership Group an invoice of the amounts due for such month for the CNX Administrative Fee and (with the Noble Administrative Fee, respectivelyParent Executive Support Fee separately stated). Each invoice will contain reasonably satisfactory support of such amounts and such other supporting detail as the General Partner may reasonably require. (ii) The Partnership Group will pay the CNX Administrative Fee and the NBL Administrative Fee within 10 days after the receipt of the invoice therefor. The Partnership Group shall not offset any amounts owing to it by the Sponsors CONSOL or any of their its Affiliates against the Administrative Fee payable hereunder.