DELAWARE Uses in Effect of Waiver or Consent Clause

Effect of Waiver or Consent from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of TEGP Management, LLC (the Company), dated as of May 12, 2015, is adopted, executed and agreed to by Tallgrass Energy Holdings, LLC, a Delaware limited liability company formerly known as Tallgrass Development GP, LLC, as the sole member of the Company (in such capacity, the Sole Member).

Effect of Waiver or Consent. Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by the Sole Member in the performance by the Sole Member of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by the Sole Member of the same or any other obligations of the Sole Member with respect to the Company.

Effect of Waiver or Consent from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of TEGP Management, LLC (the Company), dated as of , 2015, is adopted, executed and agreed to by Tallgrass Energy Holdings, LLC, a Delaware limited liability company formerly known as Tallgrass Development GP, LLC, as the sole member of the Company (in such capacity, the Sole Member).

Effect of Waiver or Consent. Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by the Sole Member in the performance by the Sole Member of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by the Sole Member of the same or any other obligations of the Sole Member with respect to the Company.

Effect of Waiver or Consent from Agreement of Limited Partnership

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of June 6, 2014 (the Effective Date), is made and entered into by and among Eclipse Holdings GP, LLC, a Delaware limited liability company (the General Partner), EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (EnCap Fund VIII), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (EnCap Fund VIII Co-Investors), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap Fund IX), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (HF II), CKH Partners II, L.P., a Pennsylvania limited partnership (CKH), Kirkwood Capital, L.P., a Pennsylvania limited partnership (Kirkwood), and Eclipse Management, L.P., a Delaware limited partnership (Eclipse Management).

Effect of Waiver or Consent. The failure of any person to insist upon strict performance of a covenant hereunder or of any obligation hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such persons right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

Effect of Waiver or Consent from Agreement of Limited Partnership

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of , 2014 (the Effective Date), is made and entered into by and among Eclipse Holdings GP, LLC, a Delaware limited liability company (the General Partner), EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (EnCap Fund VIII), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (EnCap Fund VIII Co-Investors), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap Fund IX), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (HF II), CKH Partners II, L.P., a Pennsylvania limited partnership (CKH), Kirkwood Capital, L.P., a Pennsylvania limited partnership (Kirkwood), and Eclipse Management, L.P., a Delaware limited partnership (Eclipse Management).

Effect of Waiver or Consent. The failure of any person to insist upon strict performance of a covenant hereunder or of any obligation hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such persons right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

Effect of Waiver or Consent from Restated Limited Liability Company Agreement

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Tallgrass MLP GP, LLC (the Company), dated as of May 17, 2013, is adopted, executed and agreed to by Tallgrass GP Holdings, LLC, a Delaware limited liability company, as the sole member of the Company (in such capacity, the Sole Member).

Effect of Waiver or Consent. Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by the Sole Member in the performance by the Sole Member of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by the Sole Member of the same or any other obligations of the Sole Member with respect to the Company.

Effect of Waiver or Consent from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONSTITUTION PIPELINE COMPANY, LLC (the Company) (this agreement being referred to herein as the Agreement), dated as of April 9, 2012 (the Effective Date), is adopted, executed and agreed to, for good and valuable consideration, by WILLIAMS PARTNERS OPERATING LLC, a Delaware limited liability company (Williams), and CABOT PIPELINE HOLDINGS LLC, a Delaware limited liability company (Cabot).

Effect of Waiver or Consent. Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by any Member in the performance by that Member of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Member of the same or any other obligations of that Member with respect to the Company. Except as otherwise expressly provided in this Agreement, failure on the part of a Member to complain of any act of any Member or to declare any Member in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Member of its rights with respect to that default until the applicable statute-of-limitations period has run.

Effect of Waiver or Consent from Limited Liability Company Agreement

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of USA Compression GP, LLC (the Company), a limited liability company organized under the Delaware Limited Liability Company Act, 6 Del. C. SS 18-101, et seq., as amended (the Act), is made and entered into as of this 18th day of January, 2013 by USA Compression Holdings, LLC, a Delaware limited liability company (Holdings), the sole member of the Company.

Effect of Waiver or Consent. Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by any Member in the performance by that Member of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Member of the same or any other obligations of that Member with respect to the Company. Except as otherwise provided in this Agreement, failure on the part of a Member to complain of any act of any Member or to declare any Member in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Member of its rights with respect to that default until the applicable statute-of-limitations period has run.

Effect of Waiver or Consent from Limited Liability Company Agreement

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of USA Compression GP, LLC (the Company), a limited liability company organized under the Delaware Limited Liability Company Act, 6 Del. C. SS 18-101, et seq., as amended (the Act), is made and entered into as of this 18th day of January, 2013 by USA Compression Holdings, LLC, a Delaware limited liability company (Holdings), the sole member of the Company.

Effect of Waiver or Consent. Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by any Member in the performance by that Member of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Member of the same or any other obligations of that Member with respect to the Company. Except as otherwise provided in this Agreement, failure on the part of a Member to complain of any act of any Member or to declare any Member in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Member of its rights with respect to that default until the applicable statute-of-limitations period has run.

Effect of Waiver or Consent from Agreement of Limited Partnership

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EXCO/HGI PRODUCTION PARTNERS, LP, a Delaware limited partnership (the Partnership), effective as of [ ] [], 2013, is entered into by and among EXCO/HGI GP, LLC, a Delaware limited liability company, as the General Partner, EXCO Holding MLP, Inc., a Texas corporation (EXCO Holding), as an Initial Limited Partner and in its capacity as the Organizational Limited Partner, and HGI ENERGY HOLDINGS, LLC, a Delaware limited liability company (HGI Energy), as an Initial Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Unless the context otherwise requires, capitalized terms shall have the respective meanings ascribed to them in Article I.

Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations hereunder or with respect to the Partnership is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person hereunder or with respect to the Partnership. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default hereunder or with respect to the Partnership, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

Effect of Waiver or Consent from Limited Liability Company Agreement

THIS LIMITED LIABILITY COMPANY AGREEMENT of LIT/CPPT LEHIGH VENTURE LLC (the Company) is made and entered into as of October 18, 2012 (the Effective Date), by and between LIT Industrial Limited Partnership, a Delaware limited partnership (Lion) and CPPT LEHIGH LLC, a Delaware limited liability company (CPPT). Lion and CPPT are sometimes hereinafter referred to collectively as the Members and individually as a Member.

Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations hereunder or with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligation of that Person hereunder or with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default hereunder or with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default.