Common use of Payment of Transaction Expenses and Contribution of Proceeds by the Partnership Clause in Contracts

Payment of Transaction Expenses and Contribution of Proceeds by the Partnership. The Parties acknowledge (a) the payment by the Partnership, in connection with the Closing, of transaction expenses in the amount of approximately $4.9 million, excluding underwriting discounts of $22,836,000.00 in the aggregate but including a structuring fee of 0.375% of the gross proceeds of the Offering payable to certain of the Underwriters (the “Structuring Fee”), (b) the distribution and payment of $149,144,119.22 to MPLX Logistics Holdings LLC as a reimbursement of qualified capital expenditures, and (c) the contribution by the Partnership of $201,600,000.00 to the Operating Company, of which $10,000,000.00 is to be used by the Operating Company for working capital purposes.

Payment of Transaction Expenses and Contribution of Proceeds by the Partnership. The Parties acknowledge (a) the payment by the Partnership, in connection with the Closing, of transaction expenses in the amount of approximately $4.9 [•] million, excluding underwriting discounts of $22,836,000.00 [•] in the aggregate but including a structuring fee of 0.375% [•]% of the gross proceeds of the Offering payable to certain of the Underwriters (the “Structuring Fee”), (b) the distribution and payment of approximately $149,144,119.22 [•] million to MPLX Logistics Holdings LLC LLC, in part as a reimbursement of qualified capital expenditures, and (c) the contribution by the Partnership of approximately $201,600,000.00 201.6 million to the Operating Company, of which $10,000,000.00 10.0 million is to be used by the Operating Company for working capital purposes.