Common use of Expansion Projects Clause in Contracts

Expansion Projects. If the NEP Member desires to pursue any new expansion project opportunity with respect to any of the existing assets and projects of the Company or its Subsidiaries through the Company, then the NEP Member and the Class B Member Representative shall negotiate in good faith for a period of not less than forty-five (45) days to agree to a financing arrangement acceptable to both parties that would allow the applicable Subsidiary of the Company owning the assets to which such expansion project relates to pursue such expansion project. In the event that the NEP Member and the Class B Members are unable to agree on a financing arrangement for the Company to pursue such expansion project opportunity by the end of such 45-day period, then, so long as no Triggering Event has occurred and is continuing, the Managing Member shall have the option (but not the obligation), without the consent of any other Member, to cause the Company to pursue such expansion project (a) with respect to any expansion project that is not related to NMPP and its assets, through a newly-formed Subsidiary of the Company (which Subsidiary shall not directly or indirectly own any of the existing assets and projects of the Company or its Subsidiaries as of such time) (a “Separate Subsidiary”), and (b) with respect to any expansion project related to NMPP and its assets, through NMPP, and in each case, to fund such expansion project through the making of additional Capital Contributions to the Company (which amounts shall be credited to the Capital Account of the Managing Member as of the date such Capital Contribution is received by the Company), and to enter into Permitted Material Contracts with respect to such expansion project; provided that (i) any such Capital Contributions shall not decrease any Member’s Class A Percentage Interest or Class B Percentage Interest, as applicable, or adversely affect the rights or preferences of any Member or class of Membership Interest to distributions pursuant to Section 5.01, Section 5.02 or Section 5.03 (excluding, for the avoidance of doubt, solely due to any increase to a Member’s Unreturned Contribution or Capital Account as a result of the making of such Capital Contributions), and (ii) any such expansion project (including as a result of any project contracts entered into by the applicable Subsidiary of the Company with respect to such expansion project) (A) shall not, on a pro forma basis, for any calendar quarter during the remaining life of the existing assets of the Company, reduce the amount of Available Cash projected to be available for distribution to the Members during any such quarter with respect to the then-existing projects of the Company and its Subsidiaries as compared to the amount of Available Cash projected to be available for distribution to the Members during the applicable quarter with respect to such existing projects if such expansion project had not been pursued, (B) shall not cause a change or modification to the Company’s distribution policy or (C) is not reasonably expected to otherwise have an adverse effect on the then-existing assets of the Company and its Subsidiaries, including the performance under any Material Contract, in each case, as reasonably determined in good faith by the Managing Member and the Class B Member Representative. Upon receipt of any such Capital Contributions from the Managing Member, the applicable Separate Subsidiary or NMPP, as applicable, shall, without the consent of any other Member, expend the necessary funds to pursue such expansion project.

Expansion Projects. If (a) The Company will not undertake the NEP Member desires construction of any Expansion Project requiring the expenditure of more than $5,000,000 and less than $10,000,0000 in connection with which the Company has or will incur Debt, unless: (1) the Debt incurred to pursue finance such Expansion Project or part or portion thereof, as the case may be, has been incurred within the limitations of Section 5.07(b) or (c) or (d) hereof and any new expansion project opportunity with respect lien or other charge relating thereto is created or incurred within the limitations of Section 5.08(c) or (d) hereof; (2) no Default or Event of Default exists; and (3) during the construction period applicable to any such Expansion Project and upon completion thereof and after giving effect to any additional payments under the Expansion Project Transportation Contracts with Shippers following completion of such Expansion Project, the Projected Debt Service Coverage Ratio (after giving effect to any Debt incurred to finance such Expansion Project) is not less than 1.35 to 1.00 for the then current fiscal year and for each of the existing assets Remaining Years. (b) The Company will not undertake the construction of any Expansion Project requiring the expenditure of $10,000,000 or more in connection with which the Company has or will issue or incur Debt, unless the Company shall have furnished to the Trustee the items set forth in paragraphs (1) through (4), inclusive: (1) an Opinion of Counsel addressed to the Trustee and projects describing all material governmental permits and approvals required to be obtained by the Company for the construction and operation of such Expansion Project and to the effect that all such permits and approvals have been obtained or if not then obtainable, are reasonably expected to be obtained upon completion of such Expansion Project in accordance with the plans and specifications therefor; (2) a certificate of an Independent Engineer addressed to the Trustee which shall: (i) describe such Expansion Project, (ii) estimate the time required to complete such Expansion Project, (iii) set forth the estimated cost of construction of such Expansion Project and the annual maintenance cost attributable to such Expansion Project, and (iv) state that in the reasonable judgment of such firm (A) such Expansion Project can be completed in accordance with the plans and specifications and that the Management Committee of the Company has made a reasonable estimate of the cost of construction, (B) upon completion, such Expansion Project should, in the reasonable judgment of such Independent Engineer, operate at the Rated Capacity set forth in the plans and specifications, and (C) other than temporary shut-downs in the ordinary course of completion of the construction process in a commercially reasonable manner, the construction of such Expansion Project will not result in any material disruption to the operation of the Pipeline, or its Subsidiaries through any material reduction in the Company, then throughput capacity of the NEP Member and the Class B Member Representative shall negotiate in good faith for Pipeline; (3) a period certificate of not less than forty-five (45) days to agree to a financing arrangement acceptable to both parties that would allow the applicable Subsidiary Responsible Officer of the Company owning the assets which shall: (i) demonstrate that any Debt relating to which such expansion project relates to pursue such expansion project. In the event that the NEP Member and the Class B Members are unable to agree on a financing arrangement for the Company to pursue such expansion project opportunity by the end of such 45-day period, then, so long as no Triggering Event has occurred and is continuing, the Managing Member Expansion Project shall have been incurred within the option limitations of Section 5.07 hereof and any lien or other charge relating thereto will be created or incurred within the limitations of Section 5.08(c) or (but not the obligation)d) hereof, without the consent of any other Member, to cause the Company to pursue such expansion project (aii) with respect to any expansion project state that is not related to NMPP and its assets, through a newly-formed Subsidiary of the Company (which Subsidiary shall not directly or indirectly own any of the existing assets and projects of the Company or its Subsidiaries as of such time) (a “Separate Subsidiary”), and (b) with respect to any expansion project related to NMPP and its assets, through NMPP, and in each case, to fund such expansion project through the making of additional Capital Contributions to the Company (which amounts shall be credited to the Capital Account of the Managing Member as of the date such Capital Contribution is received by the Company), and to enter into Permitted Material Contracts with respect to such expansion project; provided that (i) any such Capital Contributions shall not decrease any Member’s Class A Percentage Interest or Class B Percentage Interest, as applicable, or adversely affect the rights or preferences of any Member or class of Membership Interest to distributions pursuant to Section 5.01, Section 5.02 or Section 5.03 (excluding, for the avoidance of doubt, solely due to any increase to a Member’s Unreturned Contribution or Capital Account as a result of the making of such Capital Contributions)certificate, no Default or Event of Default exists and that all conditions precedent to the commencement of such Expansion Project have been satisfied, and (iiiii) any such expansion project (including as a result of any project contracts entered into by the applicable Subsidiary of the Company with respect to such expansion project) set forth in reasonable detail (A) shall not, on a pro forma basis, for any calendar quarter during the remaining life an estimate of the existing assets cost of construction of such Expansion Project, including legal fees and expenses, interest during construction, feasibility studies, engineering and consulting fees and expenses and the Company, reduce the amount cost of Available Cash projected to be available for distribution any permits relating to the Members during any construction of such quarter with respect to the then-existing projects of the Company and its Subsidiaries as compared to the amount of Available Cash projected to be available for distribution to the Members during the applicable quarter with respect to such existing projects if such expansion project had not been pursuedExpansion Project, (B) shall not cause a change or modification to description of the Company’s distribution policy or sources of funds for the construction of such Expansion Project, (C) is not reasonably expected to otherwise have an adverse effect on a projection of the then-existing assets revenues and expenses of the Company following completion of such Expansion Project, and its Subsidiaries, including the performance under (D) state that if any Material Contract, in each case, as reasonably determined in good faith Debt to be incurred by the Managing Member and Company to finance the Class B Member Representative. Upon receipt cost of any construction of such Capital Contributions from the Managing MemberExpansion Project is to be evidenced by Additional Notes, the Company will comply with the requirements of Section 4.01, or that if any Debt to be incurred to finance the construction of the Expansion Project is to be separately and independently secured by such Expansion Project Transportation Contracts, that the lien to be created thereon to secure such Debt has been created or incurred within the limitations of Section 5.08(c) or (d) hereof; (4) a Projected Debt Service Coverage Certificate which shall demonstrate that during the construction period applicable Separate Subsidiary or NMPPto such Expansion Project and upon completion thereof and after giving effect to any additional payments under Expansion Project Transportation Contracts with Shippers following completion of such Expansion Project, as applicable, shall, without the consent Projected Debt Service Coverage Ratio (after giving effect to any Debt incurred to finance the Expansion Project) is not less than 1.35 to 1 for the then current fiscal year and for each of any other Member, expend the necessary funds to pursue such expansion projectRemaining Years.

Expansion Projects. (a) At any time from and after the Effective Date any Member (any such Person, a “Proposing Party”) may propose an Expansion Project by delivering a written request (each, an “Expansion Project Request”) to the Company and the non-proposing Members (each such non-proposing Member, a “Non-Proposing Member”). The Board shall timely review such Expansion Project Request and the Expansion Project Budget. If the NEP Member desires Board approves such Expansion Project Request and Expansion Project Budget pursuant to pursue any new expansion project opportunity with respect Section 2.4(d), subject to any of the existing assets and projects of the Company or its Subsidiaries through the CompanySection 2.12(b)(ii), then the NEP Member and the Class B Member Representative shall negotiate in good faith for a period of not less than fortyif applicable, each Non-five (45) days to agree to a financing arrangement acceptable to both parties that would allow the applicable Subsidiary of the Company owning the assets to which such expansion project relates to pursue such expansion project. In the event that the NEP Member and the Class B Members are unable to agree on a financing arrangement for the Company to pursue such expansion project opportunity by the end of such 45-day period, then, so long as no Triggering Event has occurred and is continuing, the Managing Proposing Member shall have the option (right, but not the obligation, to participate in the Expansion Project pursuant to this Section 2.12. If the Board does not approve an Expansion Project Request, neither the Company nor the Members shall participate in such Expansion Project. Any Expansion Project Request shall contain a reasonably detailed explanation of all material aspects of the proposed Expansion Project, including (A) a good faith estimate of the costs and expenses of developing, operating and maintaining such proposed Expansion Project (the “Expansion Project Budget”) (including any proposed incremental increase to the Fixed Fee payable to the Operator, and mutually agreeable to the Operator and the Proposing Party), without (B) the consent incremental revenues to be derived from the Expansion Project, (C) the estimated time period from the start of construction until the time the Expansion Project is expected to commence commercial service, (D) a description of all material provisions of any other Memberproposed transportation, throughput or similar commercial contracts in respect of the Expansion Project and to cause which the Company and any other Person may be a party, (E) the proposed construction manager and construction management agreement for the Expansion Project and (F) a written accounting methodology to pursue reasonably and adequately account for and track the revenues, capital expenditures, operating expenses and other Project Costs, distributions and any other items necessary to determine when [*CONFIDENTIAL*]% Payout has been achieved in the event an Expansion Project becomes a Special Expansion Project (the [*CONFIDENTIAL*]% Payment Methodology”). The Non- Proposing Members shall have sixty (60) days from the date of Board approval of the Expansion Project Request to notify the Proposing Party of their election to participate or not participate in such expansion project proposed Expansion Project (asuch sixty (60) day period, the “Initial Election Period”). During the first thirty (30) days of the Initial Election Period, any Non-Proposing Member may object or request clarification (the “Initial Election Period Objection”) with respect to any expansion project that the [*CONFIDENTIAL*]% Payment Methodology and the Initial Election Period shall be extended another sixty (60) days from the date of the Initial Election Period Objection. As part of its objection, the Non-Proposing Members shall prepare their version of the [*CONFIDENTIAL*]% Payment Methodology (the “Objecting Party Methodology”). If such Initial Election Period Objection is not related to NMPP resolved by such Members within fifteen (15) days, such objection shall be resolved by an Independent Auditor within thirty (30) days. As its review, the Independent Auditor shall review the [*CONFIDENTIAL*]% Payment Methodology and its assets, through a newly-formed Subsidiary the Objection Methodology and the supporting materials. As part of the Company (which Subsidiary resolution, the Independent Auditor shall not directly or indirectly own any choose between the two methodologies. The cost of the existing assets Independent Auditor shall be borne by the Company. Such Initial Election Period and projects the applicable right to elect can be waived via such Member’s written consent. Failure of a Non-Proposing Member to give timely notice of its election within the Initial Election Period shall be deemed an election by such Non-Proposing Member not to participate in such proposed Expansion Project. (b) If (i) all Non-Proposing Members elect to participate in such proposed Expansion Project or (ii) such proposed Expansion Project is a Required Upgrade (in which case all Members are deemed to have elected to participate in such Required Upgrade and all Members shall be deemed to have agreed to such Required Upgrade), notwithstanding anything herein to the contrary, (A) unless the Members otherwise agree, the design, procurement and construction of such Expansion Project shall be managed by the Company or its Subsidiaries as of and the applicable contractor (proposed by the Proposing Party and approved by the Board) in accordance with this Agreement and the relevant construction agreement for such time) (a “Separate Subsidiary”)Expansion Project, and (bB) with respect to any expansion project related to NMPP and its assets, through NMPP, and in each case, to fund such expansion project through the making of additional Capital Contributions to the Company (which amounts Expansion Project shall be credited to the Capital Account of the Managing Member as of the date such Capital Contribution is received operated and maintained by the Company), and to enter into Permitted Material Contracts with respect to such expansion project; provided that (i) any such Capital Contributions shall not decrease any Member’s Class A Percentage Interest or Class B Percentage Interest, as applicable, or adversely affect the rights or preferences of any Member or class of Membership Interest to distributions pursuant to Section 5.01, Section 5.02 or Section 5.03 (excluding, for the avoidance of doubt, solely due to any increase to a Member’s Unreturned Contribution or Capital Account as a result of the making of such Capital Contributions), and (ii) any such expansion project (including as a result of any project contracts entered into by the applicable Subsidiary of the Company with respect to such expansion project) (A) shall not, on a pro forma basis, for any calendar quarter during the remaining life of the existing assets of the Company, reduce the amount of Available Cash projected to be available for distribution to the Members during any such quarter with respect to the then-existing projects of the Company and its Subsidiaries the Operator in accordance with this Agreement and the Operating Services Agreement (which shall be amended as compared to described in clause 2.12(c)(iii)(A)). (c) If (1) some, but less than all, of the amount of Available Cash projected to be available for distribution to the Members during the applicable quarter with respect to such existing projects if such expansion project had not been pursuedNon-Proposing Members, (B) shall not cause a change or modification to the Company’s distribution policy or (C2) is not reasonably expected to otherwise have an adverse effect on the then-existing assets none of the Company and its Subsidiaries, including the performance under any Material ContractNon-Proposing Members, in each case, elect to participate in the proposed Expansion Project (each such Expansion Project, a “Special Expansion Project”), then, upon the termination of the Initial Election Period (as may be extended pursuant to Section 2.12(a)), the Proposing Party and the Non-Proposing Members(s) that timely elected to participate in the Special Expansion Project, if any (such Non-Proposing Member(s), the “Interested Non-Proposing Members”), shall proceed in accordance with the remainder of this Section 2.12(c). (i) Except as specifically set forth in this Agreement, the Members and the Board Members appointed by any Member who has not elected to participate in the proposed Expansion Project will have no right to vote on or make decisions relating to the Special Expansion Project. (ii) The Interested Non-Proposing Member(s) that agreed to or approved the Special Expansion Project Budget for such Special Expansion Project, together with the Proposing Party, shall be referred to herein as “Participating Member(s)” with respect to such Special Expansion Project. If there are no such Interested Non-Proposing Members, then the Proposing Party alone shall be deemed to be the sole “Participating Member.” Unless the Participating Member(s) otherwise agree, each Participating Member’s interest in the Special Expansion Project shall be that portion of the Special Expansion Project that such Participating Member’s Percentage Interest bears to the number of Membership Interests owned by all of the Participating Member(s) (each, a “Project Interest”). (iii) Until [*CONFIDENTIAL*]% Payout with respect to any Special Expansion Project, and notwithstanding anything to the contrary in this Agreement, the Participating Member(s) shall conduct such Special Expansion Project in strict accordance with, and all aspects of such Special Expansion Project shall be subject to, the following provisions: (A) the Participating Members shall conduct the Special Expansion Project at their sole direction, cost and expense and shall contribute their respective shares of the costs of the Special Expansion Project to the Company within fifteen (15) days of receipt of a Request for Advance, the Special Expansion Project (such funds, the “Special Expansion Project Contributions”). Other than Special Expansion Project Contributions, no funds of the Company shall be used towards the Special Expansion Project, and neither the Company nor the Non-Participating Members shall bear any capital expenditure, operating expense, construction cost or other Project Cost or expense attributable to such Special Expansion Project; provided however, that the Board and Operator shall participate (at the Participating Member(s)’ sole cost) in such Special Expansion Project in an administrative capacity as set forth in the Operating Services Agreement. Subject to Section 2.5, to the extent necessary, the Company, the Participating Member(s) and the Member that is the Operator shall negotiate an amendment to the Operating Services Agreement in a manner reasonably determined necessary to accommodate the Special Expansion Project, to allow the Operator to operate and maintain the Special Expansion Project as contemplated by the Operating Services Agreement. Any increase in the Fixed Fee payable to Operator shall be mutually agreed upon; (B) all assets purchased with Special Expansion Project Contributions or otherwise integral to the Special Expansion Project shall be the sole property of the Company for all purposes and, except as otherwise expressly provided in this Agreement, the Operating Services Agreement and the relevant construction management agreement with respect to control by or responsibility of the Participating Members, all such assets and all aspects of the Special Expansion Project shall be subject to the authority and control of the Board; (C) all Liabilities arising from or attributable to the Special Expansion Project prior to [*CONFIDENTIAL*]% Payout shall be borne solely by the Participating Members, including defaults by one or more of the Participating Members, abandonment of the Special Expansion Project by the Participating Members and Third Party Claims or Claims of the Company or any Non-Participating Member; the Participating Members shall not be entitled to indemnification under Article 4 with respect to any Liability arising from or attributable to the Special Expansion Project prior to [*CONFIDENTIAL*]% Payout, including any Third Party Claims or Claims asserted by the Company or any Non-Participating Member; and the Participating Members shall jointly and severally indemnify (in accordance with the procedures set forth in Section 4) the Company and the Non-Participating Members with respect to any Liabilities arising prior to [*CONFIDENTIAL*]% Payout to the fullest extent permitted by Law; and (D) at all times prior to [*CONFIDENTIAL*]% Payout, (1) the Company will require the Operator to establish and maintain, to the satisfaction of the Non-Participating Members, the accounts and accounting methodology necessary to reasonably and adequately account for the revenues, capital expenditures, operating expenses and other Project Costs, distributions and any other items necessary to determine when [*CONFIDENTIAL*]% Payout has been achieved, (2) the Company shall cause the Operator to furnish quarterly statements of such accounts to the Members, and (3) the Participating Member(s) shall be allocated all Special Net Losses and Special Net Profits (or items thereof) and exclusively entitled to receive all distributions of Special Available Cash resulting from the Special Expansion Project, which Special Available Cash shall be distributed to the Participating Members in accordance with their respective Project Interests. (iv) From and after [*CONFIDENTIAL*]% Payout with respect to any Special Expansion Project, (i) all Special Net Profits and Special Net Losses shall become part of the aggregate Net Profits or Net Losses of the Company and all Members will be allocated such Net Profits or Net Losses in accordance with their respective Percentage Interests, (ii) the remaining portion of the Special Expansion Project Budget, if any, with respect to such Special Expansion Project shall be deemed to be added to the then-current Budgets, (iii) all Special Available Cash shall be treated as Available Cash, and (iv) the balances of the Members’ Special Capital Accounts related to such Special Expansion Project shall be transferred to such Member’s Capital Account. (v) If for any reason (i) the Special Expansion Project fails to be commenced on the later of (A) ninety (90) days after the commencement date set forth in the Expansion Project Request or (B) thirty (30) days after the commencement date set forth in the Special Expansion Project Budget or (ii) prior to the commencement of the Special Expansion Project, any Member reasonably and in good faith by believes that the Managing development or operation of such Special Expansion Project becomes or is reasonably expected to become materially different than that which was originally set forth in the Expansion Project Request, then such Member shall promptly notify the Company and the Class B other Members and such Special Expansion Project shall be deemed to be rejected by all Members (including the Proposing Member). If the Participating Member(s) believe the objecting Member Representativeis not acting in good faith and does not have a reasonable basis for its objection, then such dispute shall be resolved pursuant to Section 10.3. Upon receipt of Should any such Capital Contributions litigation result from the Managing Memberprovisions of this Section 2.12(c)(v), the applicable Separate Subsidiary relevant Special Expansion Project shall be temporarily suspended pending the outcome of such litigation. Following such objection (or NMPPthe final determination of the court pursuant to Section 10.3, if applicable), if one or more Participating Member(s) thereafter desire to continue to proceed with such Special Expansion Project, then the Participating Member(s) shall be required to re-propose the Special Expansion Project pursuant to a new Expansion Project Request in accordance with the terms and conditions of this Section 2.12 prior to proceeding with such Special Expansion Project. (d) Notwithstanding anything herein to the contrary: (i) if Section 2.12 (c)(v) applies and the Non-Proposing Members elect not to participate in a proposed Expansion Project, then the Proposing Party shall not proceed with such project without complying again with the provisions of this Section 2.12; (ii) if the Participating Members abandon a Special Expansion Project or if a Special Expansion Project is deemed rejected pursuant to Section 2.12(c)(v), (i) all Special Net Profits and Special Net Losses shall be the responsibility of the Participating Members in accordance with their respective Percentage Interests, (ii) all Special Available Cash shall be distributed to the Participating Members in accordance with their respective Percentage Interests, and (iii) the balances of the Members’ Special Capital Accounts related to such Special Expansion Project shall not be transferred to such Member’s Capital Account; and (iii) the Operator shall have the right to make an initial determination as applicableto whether a proposed Expansion Project materially and adversely affects the operations of the other portions of the System based on the exercise of its reasonable discretion. If the Operator determines that a proposed Expansion Project would materially and adversely affect the operations of the other portions of the System, shallthe Operator may disallow such proposed project. If the Participating Members holding a majority of the Project Interests thereafter disagree with the Operator’s determination, without the consent of any other Member, expend the necessary funds to pursue such expansion projectdispute will be resolved in accordance with Section 10.3.

Expansion Projects. (a) If either Member becomes aware of an opportunity to develop, plan, design, engineer, procure, construct, install or acquire (i) any expansion of capacity of the NEP assets of the Company as of the date hereof, (ii) an AMI Product storage or fractionation facility within the Area of Mutual Interest or (iii) any capital project referred to in Section 6.13 of the Purchase Agreement (each, an “Expansion Project”), that such Member desires to pursue have the Company pursue, then (A) such Member shall prepare a written presentation setting forth (1) the projected revenue, capital costs and operating costs for such Expansion Project, (2) the proposed Capital Contributions to be made by the Members to fund such Expansion Project, (3) any new expansion project opportunity external debt financing proposed to be pursued in connection with such Expansion Project, including the proposed interest rate, maturity and other terms of such debt financing and (4) any other relevant information such as legal, environmental or regulatory issues with respect to such Expansion Project (a “Proposed Expansion Project Presentation”), (B) such Member shall deliver, in the manner specified in Section 12.2 with respect to notices, such Proposed Expansion Project Presentation to the other Member at least five (5) business days prior to any of the existing assets and projects meeting of the Company Board called for the purpose of considering such Expansion Project and (C) the Company Board shall consider such Expansion Project at a meeting called for such purpose (provided that the Proposed Expansion Project Presentation has been delivered to the other Member in accordance with the preceding clause (B)). If the Company Board approves, by Unanimous Consent, the pursuit of the Expansion Project and the Capital Contributions, in each case as set forth in the Proposed Expansion Project Presentation or as otherwise approved by the Company Board by Unanimous Consent (an “Approved Project”), then the Company Board shall instruct the Operator to proceed with such Approved Project in accordance with and on the terms so approved by the Company Board (the “Approved Project Plan”). (b) If the Company Board, at its Subsidiaries through next meeting, does not approve by Unanimous Consent the pursuit of an Expansion Project proposed by a Member in accordance with Section 3.2(a), then the proposing Member may either (i) pursue such Expansion Project for its own account outside the Company, then the NEP Member and the Class B Member Representative shall negotiate in good faith for a period of not less than forty-five (45) days to agree to a financing arrangement acceptable to both parties that would allow the applicable Subsidiary of neither the Company owning nor the assets non-proposing Member shall have any interest or right to which participate in such expansion project relates to pursue such expansion project. In the event that the NEP Member and the Class B Members are unable to agree on a financing arrangement for Expansion Project, or (ii) require the Company to pursue such expansion project opportunity Expansion Project (any such Expansion Project, a “Mandated Project”) in accordance with and on the terms proposed by the end proposing Member (the “Mandated Project Plan”); provided that in the case of such 45-day period, then, so long as no Triggering Event has occurred and is continuingthis clause (ii), the Managing proposing Member shall have the option (but not the obligation), without the consent of any other Member, to cause may require the Company to pursue such expansion project Mandated Project only if: (aA) with respect such Mandated Project has a projected positive net present value of distributable cash flow for the first ten (10) years following its proposed in-service date, calculated using (1) the projected revenue, capital costs, operating expenses, specified in the Proposed Expansion Project Presentation and (2) a discount rate equal to any expansion project that is not related to NMPP and its assetsthe sum of (I) the arithmetic average of (x) the weighted average annual interest on senior, through a newlylong-formed Subsidiary term indebtedness of the Company (which Subsidiary shall not directly or indirectly own any of non-proposing Member outstanding at the existing assets and projects of time the Company or its Subsidiaries as of such time) (a “Separate Subsidiary”), and (b) with respect to any expansion project related to NMPP and its assets, through NMPP, and in each case, to fund such expansion project through Proposed Expansion Project Presentation is delivered by the making of additional Capital Contributions proposing Member to the Company (which amounts shall be credited to the Capital Account of the Managing non-proposing Member as of the date such Capital Contribution is received by the Company), and to enter into Permitted Material Contracts with respect to such expansion project; provided that (i) any such Capital Contributions shall not decrease any Member’s Class A Percentage Interest or Class B Percentage Interest, as applicable, or adversely affect the rights or preferences of any Member or class of Membership Interest to distributions pursuant to Section 5.01, Section 5.02 or Section 5.03 (excluding, for the avoidance of doubt, solely due to any increase to a Member’s Unreturned Contribution or Capital Account as a result of the making of such Capital Contributions), 3.2(a) and (iiy) any such expansion project (including as a result the average Cost of any project contracts entered into by the applicable Subsidiary of the Company with respect to such expansion project) (A) shall not, on a pro forma basis, for any calendar quarter during the remaining life of the existing assets of the Company, reduce the amount of Available Cash projected to be available for distribution to the Members during any such quarter Incremental Equity Capital with respect to the then-existing projects Common Units of the Company and its Subsidiaries as compared non-proposing Member at the time the Proposed Expansion Project Presentation is delivered by the proposing Member to the amount of Available Cash projected non-proposing Member pursuant to be available for distribution to the Members during the applicable quarter with respect to such existing projects if such expansion project had not been pursued, Section 3.2(a) and (II) two percent (2%); and (B) shall not cause a change or modification if the Mandated Project relates to the Company’s distribution policy or (C) is not reasonably expected to otherwise have an adverse effect on the then-existing assets expansion of the Company capacity of the Pipeline or other intrastate NGL pipeline through looping and/or the addition of compression, (1) the Mandated Project is supported by one or more shippers who meet the Credit Standards and its Subsidiarieswho have executed written, including binding commitments for not less than fifty percent (50%) of the performance under any Material Contract, in each case, as reasonably determined in good faith by firm capacity of such Mandated Project for not less than five (5) years and (2) the Managing Member and portion of the Class B Member Representative. Upon receipt of any Pipeline or other pipeline to which the Mandated Project relates lacks sufficient available firm capacity to accommodate such Capital Contributions from the Managing Member, the applicable Separate Subsidiary or NMPP, as applicable, shall, without the consent of any other Member, expend the necessary funds to pursue such expansion projectcreditworthy shipper(s).

Expansion Projects. (a) If the NEP Company or the Investor Member desires to pursue any new expansion project opportunity of the ethylene unit at the Lake Xxxxxxx Project for purposes of increasing output or efficiency (a “Subject Expansion Project”), the Company or the Investor Member, as applicable, shall provide the Sasol Member the right to participate in such Subject Expansion Project (the “Expansion Participation Right”). (b) Subject to the limitations set forth below, the Sasol Member shall have the Expansion Participation Right during such time that it (i) owns any Membership Interests or (ii) it no longer owns any Membership Interests, in each case, to the extent that a Subject Expansion Project involves a debottleneck, together with any other planned or otherwise anticipated Subject Expansion Project that involves a debottleneck to be pursued within a thirty-six (36) month period, has an aggregate cost that is reasonably expected to exceed one hundred million dollars ($100,000,000). (c) If the Sasol Member exercises its Expansion Participation Right with respect to any of the existing assets and projects of a Subject Expansion Project, the Company or its Subsidiaries through the CompanyInvestor Member (as applicable), then on the NEP Member one hand, and the Class B Member Representative Sasol Member, on the other hand, shall negotiate in good faith to finalize definitive documentation for participation rights in, and the construction and funding of, such Expansion Participation Right, which definitive documentation shall include, at a period minimum: (i) the obligation of not less than forty-five the Sasol Member to bear an amount equal to (45A) days all reasonable, documented capital expenditures paid to agree third parties in respect of such Subject Expansion Project multiplied by (B) the Expansion Participation Right Percentage; (ii) the right of the Sasol Member to a financing arrangement acceptable participate in capacity of such Subject Expansion Project equal to both parties (A) the aggregate capacity of such Subject Expansion Project multiplied by (B) the Expansion Participation Right Percentage; provided that would allow such capacity rights of the applicable Subsidiary Sasol Member shall be limited to use by the Sasol Member and its Affiliates only; (iii) the right of the Company owning or the assets Investor Member (as applicable) to which such expansion project relates have sole control and discretion over the engineering, budget, timing, construction and development of the Subject Expansion Project if the Expansion Participation Right is exercised when the Sasol Member no longer owns any Membership Interests; and (iv) the obligation of either the Company or the Investor Member, as applicable, to pursue such expansion projectprovide the Sasol Member with only the ethylene supply necessary to meet its commercially reasonable captive needs for ethylene (not to exceed the Sasol Member’s share of the output). (d) Notwithstanding anything herein to the contrary, except as permitted by this Section 6.15(d), the Sasol Member’s rights under this Section 6.15 shall not be assignable as part of any Transfer of Membership Interests (other than any Transfer made in accordance with Section 3.6(a)), and this Section 6.15 shall automatically terminate (without the need of any further action by any Person) upon a Change in Control of the Sasol Member or its Parent. In If the event that Sasol Member Transfers all of its Membership Interests as permitted by this Agreement, the NEP Sasol Member and the Class B Members are unable to agree on Investor Member shall execute a financing arrangement for the Company to pursue such expansion project opportunity by the end letter agreement documenting all of such 45-day periodMembers’ rights and obligations under this Section 6.15 subject to all limitations set forth herein, then, so long as no Triggering Event has occurred and is continuing, including the Managing Member shall have the option limitation that automatically terminates this Section 6.15 (but not the obligation), without the consent need of any further action by any Person) upon a Change in Control of the Sasol Member or its Parent, and such side letter shall replace this Section 6.15. (e) Notwithstanding any other Memberprovision of this Agreement, to cause the Company to pursue such expansion project (a) all contributions, distributions, allocations of any items of Net Profits and Net Losses with respect to any expansion project that is not related Subject Expansion Projects pursuant to NMPP and its assets, through a newly-formed Subsidiary this Section 6.15 shall be made in accordance with the specific percentage interests of the Company (which Subsidiary shall not directly or indirectly own any of the existing assets and projects of the Company or its Subsidiaries as of such time) (a “Separate Subsidiary”), and (b) with respect to any expansion project related to NMPP and its assets, through NMPP, and in each case, to fund such expansion project through the making of additional Capital Contributions to the Company (which amounts shall be credited to the Capital Account of the Managing Member as of the date such Capital Contribution is received by the Company), and to enter into Permitted Material Contracts Members with respect to such expansion project; provided that (i) any such Capital Contributions shall not decrease any Member’s Class A Percentage Interest or Class B Percentage Interest, as applicable, or adversely affect the rights or preferences of any Member or class of Membership Interest to distributions pursuant to Section 5.01, Section 5.02 or Section 5.03 (excluding, for the avoidance of doubt, solely due to any increase to a Member’s Unreturned Contribution or Capital Account as a result of the making of such Capital Contributions), and (ii) any such expansion project (including as a result of any project contracts entered into by the applicable Subsidiary of the Company with respect to such expansion project) (A) shall not, on a pro forma basis, for any calendar quarter during the remaining life of the existing assets of the Company, reduce the amount of Available Cash projected to be available for distribution to the Members during any such quarter with respect to the then-existing projects of the Company and its Subsidiaries as compared to the amount of Available Cash projected to be available for distribution to the Members during the applicable quarter with respect to such existing projects if such expansion project had not been pursued, (B) shall not cause a change or modification to the Company’s distribution policy or (C) is not reasonably expected to otherwise have an adverse effect on the then-existing assets of the Company and its Subsidiaries, including the performance under any Material Contract, in each case, as reasonably determined in good faith by the Managing Member and the Class B Member Representative. Upon receipt of any such Capital Contributions from the Managing Member, the applicable Separate Subsidiary or NMPP, as applicable, shall, without the consent of any other Member, expend the necessary funds to pursue such expansion projectSubject Expansion Project.

Expansion Projects. (a) At any time from and after the Acquisition Date, any Member (any such Person, a “Proposing Party”) may propose an Expansion Project by delivering a written request (each, an “Expansion Project Request”) to the Company and the non-proposing Members (each such non-proposing Member, a “Non-Proposing Member”). The Committee shall timely review such Expansion Project Request and the Expansion Project Budget. If the NEP Member desires Committee approves such Expansion Project Request and Expansion Project Budget pursuant to pursue any new expansion project opportunity with respect to any of the existing assets and projects of the Company or its Subsidiaries through the CompanySection 2.3(cc), then the NEP Member and the Class B Member Representative shall negotiate in good faith for a period of not less than fortyeach Non-five (45) days to agree to a financing arrangement acceptable to both parties that would allow the applicable Subsidiary of the Company owning the assets to which such expansion project relates to pursue such expansion project. In the event that the NEP Member and the Class B Members are unable to agree on a financing arrangement for the Company to pursue such expansion project opportunity by the end of such 45-day period, then, so long as no Triggering Event has occurred and is continuing, the Managing Proposing Member shall have the option (but obligation to participate in the Expansion Project pursuant to this Section 2.10. If the Committee does not the obligation), without the consent of any other Member, to cause approve an Expansion Project Request then neither the Company to pursue nor the Members shall participate in such expansion project (a) with respect to any expansion project that is not related to NMPP and its assets, through Expansion Project. Any Expansion Project Request shall contain a newly-formed Subsidiary reasonably detailed explanation of all material aspects of the Company (which Subsidiary shall not directly or indirectly own any of the existing assets and projects of the Company or its Subsidiaries as of such time) (a “Separate Subsidiary”)proposed Expansion Project, and (b) with respect to any expansion project related to NMPP and its assets, through NMPP, and in each case, to fund such expansion project through the making of additional Capital Contributions to the Company (which amounts shall be credited to the Capital Account of the Managing Member as of the date such Capital Contribution is received by the Company), and to enter into Permitted Material Contracts with respect to such expansion project; provided that (i) any such Capital Contributions shall not decrease any Member’s Class A Percentage Interest or Class B Percentage Interest, as applicable, or adversely affect the rights or preferences of any Member or class of Membership Interest to distributions pursuant to Section 5.01, Section 5.02 or Section 5.03 (excluding, for the avoidance of doubt, solely due to any increase to a Member’s Unreturned Contribution or Capital Account as a result of the making of such Capital Contributions), and (ii) any such expansion project (including as a result of any project contracts entered into by the applicable Subsidiary of the Company with respect to such expansion project) (A) shall not, on a pro forma basis, for any calendar quarter during the remaining life good faith estimate of the existing assets costs and expenses of developing, operating and maintaining such proposed Expansion Project (the Company, reduce the amount of Available Cash projected to be available for distribution “Expansion Project Budget”) (including any proposed incremental increase to the Members during any such quarter with respect Fixed Fee payable to the then-existing projects of the Company Operator, and its Subsidiaries as compared mutually agreeable to the amount of Available Cash projected to be available for distribution to Operator and the Members during the applicable quarter with respect to such existing projects if such expansion project had not been pursuedProposing Party), (B) shall not cause a change or modification the incremental revenues to be derived from the Company’s distribution policy or Expansion Project, (C) the estimated time period from the start of construction until the time the Expansion Project is not reasonably expected to otherwise have an adverse effect on commence commercial service, (D) a description of all material provisions of any proposed transportation, throughput or similar commercial contracts in respect of the then-existing assets of Expansion Project and to which the Company and its Subsidiariesany other Person may be a party, including and (E) the performance under proposed construction manager and construction management agreement for the Expansion Project. (b) If the Committee approves such proposed Expansion Project (or if such proposed Expansion Project is a Required Upgrade, (in which case all Members shall be deemed to have agreed to such Required Upgrade), then (A) unless the Members otherwise agree, the design, procurement and construction of such Expansion Project shall be managed by the Company and the applicable contractor (proposed by the Proposing Party and approved by the Committee) in accordance with this Agreement and the relevant construction agreement for such Expansion Project, and (B) such Expansion Project shall be operated and maintained by the Company and the Operator in accordance with this Agreement and the Operating Services Agreement; provided, however, that, to the extent necessary, the Members shall negotiate an amendment to the Operating Services Agreement to allow the Operator to operate and maintain the Expansion Project as contemplated by the Operating Services Agreement. Any increase in the Fixed Fee payable to Operator shall be mutually agreed upon. (c) Notwithstanding anything herein to the contrary: (i) An Expansion Project shall not include any Material Contractcapital project if it is not anticipated that at least ninety percent (90%) of the income and gains generated by the project will be described in Code Section 7704(d)(1)(E); and (ii) the Operator may make an initial determination as to whether, in each caseits reasonable discretion, as reasonably determined in good faith by a proposed Expansion Project will materially and adversely affect the Managing Member operations of the other portions of the Terminals. If the Operator determines that a proposed Expansion Project would materially and adversely affect the Class B Member Representative. Upon receipt operations of any such Capital Contributions from the Managing Memberother portions of the Terminals, the applicable Separate Subsidiary or NMPP, as applicable, shall, without Operator may submit its reasonable objection in writing to the consent of any other Member, expend Committee for consideration prior to its meeting to vote on the necessary funds to pursue such expansion projectproposed Expansion Project.

Expansion Projects. Notwithstanding Section 2.8: (a) If either Member or any of their respective Affiliates desires to develop, construct or operate an Expansion Project that has a projected cost of development and construction of $[*CONFIDENTIAL*] or more, the applicable Member (the “Proposing Member”) shall deliver a written notice (an “Expansion Project Notice”) to the Company and the other Member. Any Expansion Project Notice shall contain a reasonably detailed explanation of all material aspects of the proposed Expansion Project, including (i) a good faith estimate of the costs and expenses of developing, operating and maintaining such proposed Expansion Project, (ii) the incremental revenues to be derived from the Expansion Project, (iii) the estimated time period from the start of construction until the time the Expansion Project is expected to commence commercial service, (iv) a description of all material provisions of any proposed transportation, throughput or similar commercial contracts in respect of the Expansion Project and to which the Company and any other Person may be a party, (v) the projected annualized return of the Expansion Project, together with evidence reasonably sufficient to support the calculation thereof, and (vi) the proposed construction manager and construction management agreement for the Expansion Project. (b) If the NEP Rangeland Member desires to pursue any new expansion project opportunity with respect to any is the Proposing Member, then the Delek Member shall have 60 days from receipt of the existing assets Expansion Project Notice to elect to participate in the proposed Expansion Project by delivering written notice thereof to the Company and projects the Rangeland Member. If the Delek Member elects to participate in the Expansion Project, the Members will fund the development and construction of the Expansion Project in proportion to their Percentage Interests pursuant to Capital Calls. If the Delek Member does not elect to participate in the Expansion Project, then if (and only if) the Expansion Project meets the Economic Threshold, the Rangeland Member may nonetheless cause the Company to undertake the Expansion Project, in which event (i) the Rangeland Member will fund 100% of amounts to develop and construct the Expansion Project via Capital Calls (and no other funds of the Company or its Subsidiaries through shall be used), (ii) the CompanyDelek Member will have no obligation to fund such amounts and (iii) the Members’ Percentage Interests will be adjusted accordingly (and Exhibit A shall be deemed to be amended to reflect such adjusted Percentage Interests). In all cases, once in-service, all revenues, operating costs and maintenance capital expenditures of any Expansion Project will be shared between the Members in proportion to their respective Percentage Interests. (c) If the Delek Member is the Proposing Member, then the NEP Member and the Class B Member Representative shall negotiate in good faith for a period of not less than forty-five (45) days to agree to a financing arrangement acceptable to both parties that would allow the applicable Subsidiary of the Company owning the assets to which such expansion project relates to pursue such expansion project. In the event that the NEP Member and the Class B Members are unable to agree on a financing arrangement for the Company to pursue such expansion project opportunity by the end of such 45-day period, then, so long as no Triggering Event has occurred and is continuing, the Managing Rangeland Member shall have 60 days from receipt of the option Expansion Project Notice to approve the proposed Expansion Project by delivering written notice thereof to the Company and the Proposing Member. If the Rangeland Member approves the Expansion Project, the Members will fund the development and construction of the Expansion Project in proportion to their Percentage Interests pursuant to Capital Calls. If the Rangeland Member does not approve the Expansion Project, the Company shall not proceed with the Expansion Project. (but not d) Notwithstanding anything to the obligation)contrary in this Section 2.9, without the consent of any other Member, to Board Members voting a greater than 50% Percentage Interest may cause the Company to pursue an Expansion Project that has a projected cost of construction and development of less than $[*CONFIDENTIAL*] and the Members will fund the development and construction of such expansion project Expansion Project in proportion to their Percentage Interests pursuant to Capital Calls. (ae) with respect to any expansion project that is not related to NMPP and its assets, through a newly-formed Subsidiary of If the Company (which Subsidiary shall not directly or indirectly own any of the existing assets and projects of undertakes an Expansion Project, the Company or its Subsidiaries as of such time) (a “Separate Subsidiary”), shall cause the Operator to prepare and (b) with respect to any expansion project related to NMPP and its assets, through NMPP, and in each case, to fund such expansion project through the making of additional Capital Contributions deliver an Expansion Project budget to the Company (to manage the development, construction and operation of the Expansion Project, which amounts shall be credited subject to the Capital Account of the Managing Member as of the date such Capital Contribution is received by the Company)Board approval. If necessary, and to enter into Permitted Material Contracts with respect to such expansion project; provided that (i) any such Capital Contributions shall not decrease any Member’s Class A Percentage Interest or Class B Percentage Interest, as applicable, or adversely affect the rights or preferences of any Member or class of Membership Interest to distributions pursuant to Section 5.01, Section 5.02 or Section 5.03 (excluding, for the avoidance of doubt, solely due to any increase to a Member’s Unreturned Contribution or Capital Account as a result of the making of such Capital Contributions), and (ii) any such expansion project (including as a result of any project contracts entered into by the applicable Subsidiary of the Company with respect to such expansion project) (A) shall not, on a pro forma basis, for any calendar quarter during the remaining life of the existing assets of the Company, reduce the amount of Available Cash projected to be available for distribution to the Members during any such quarter with respect to the then-existing projects of the Company and its Subsidiaries as compared the Operator shall amend the applicable C&O Agreements, or to the amount of Available Cash projected extent necessary, enter into a new construction agreement, to be available for distribution to accommodate the Members during the applicable quarter with respect to such existing projects if such expansion project had not been pursued, (B) shall not cause a change or modification to the Company’s distribution policy or (C) is not reasonably expected to otherwise have an adverse effect on the then-existing assets of the Company and its Subsidiaries, including the performance under any Material Contract, in each case, as reasonably determined in good faith by the Managing Member and the Class B Member Representative. Upon receipt of any such Capital Contributions from the Managing Member, the applicable Separate Subsidiary or NMPP, as applicable, shall, without the consent of any other Member, expend the necessary funds to pursue such expansion projectExpansion Project.