Common use of Projects, Restricted Projects, Exempted Projects and Out of Scope Projects Clause in Contracts

Projects, Restricted Projects, Exempted Projects and Out of Scope Projects. (a) As part of the Primary Business, the Company shall use commercially reasonable efforts to pursue the acquisition, development, construction and operation of natural gas gathering and processing, and natural gas liquids fractionation, transportation, storage and marketing assets described on Exhibit C (such activities, the “Base Project”). From time to time, the Company may also pursue the acquisition, development, construction and operation of additional midstream assets in the Area of Mutual Interest in accordance with this Agreement (such activities, the “Additional Projects” and, collectively with the Base Project, the “Projects”). (b) No Class B Member (either directly or indirectly through one or more Affiliates) shall, own, operate, manage, control, engage in, participate in, invest in, finance, render services for, assist others in, or otherwise carry out any Primary Business (a “Restricted Project”) other than through the Company, without Requisite Member Approval, except as follows (any Restricted Project engaged in pursuant to one of the following exceptions is an “Exempted Project”): (i) MWE Liberty or its Affiliates may engage in a Restricted Project outside the Company without Requisite Member Approval if the pursuit of such Restricted Project by the Company does not receive approval of the Board pursuant to Section 6.1 and Requisite Member Approval pursuant to Section 6.12, and the Company therefore is unable to pursue the Restricted Project; (ii) MWE Hydrocarbon may perform its obligations under that certain Fractionation and NGL Purchase Agreement, dated as of the date hereof, by and between MWE Hydrocarbon and the Company in the form attached hereto as Exhibit K (the “Fractionation and NGL Purchase Agreement”); and (iii) A Class B Member or its Affiliates may ** as part of ** Restricted Projects, provided that ** such Class B Member ** the Company ** of ** as ** the Class B Member. In connection with ** the Company and the other Members **. Members holding Interests with an aggregate Percentage Interest ** Class B Member ** shall have the ** this Section 3.3(b)(iii) (which, for clarity purposes, shall not **). Such Members may, by written notice to the Company ** the Class B Member ** the Class B Member ** the Class B Member **. For the avoidance of doubt, ** the Restricted Project shall have ** prior to **. In the event that ** the Restricted Project, the ** the Class B Member ** the Class B Member or ** the Class B Member. ** Class B Member ** the Company. Each Member recognizes and affirms that in the event of breach by such Member of any of the provisions of this Section 3.3(b), money damages may be inadequate and the non-breaching Members may have no adequate remedy at law. Accordingly, each Member agrees that the non-breaching Members shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and each of the Members’ obligations under this Section 3.3(b) not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 3.3(b). (c) The Company and the Members recognize that: (i) NGPMR and its Affiliates own and will own substantial equity interests in other companies (existing and future) that participate in the energy industry (“NGPMR Portfolio Companies”) and have in the past and will in the future enter into advisory service agreements with such NGPMR Portfolio Companies; (ii) the NGPMR Representatives who serve as Managers also serve as principals of other NGPMR Portfolio Companies; and (iii) at any time, other NGPMR Portfolio Companies may be in direct or indirect competition with the Company and/or its Subsidiaries. The Company and the Members acknowledge and agree that NGPMR, its Affiliates and NGPMR Representatives: (A) shall not be prohibited or otherwise restricted by their relationship with the Company and its Subsidiaries from engaging in the business of investing in NGPMR Portfolio Companies, entering into agreements to provide services to such NGPMR Portfolio Companies or acting as directors or advisors to, or other principals of, such NGPMR Portfolio Companies, regardless of whether such activities are in direct or indirect competition with the Company or the Primary Business, (B) shall not have any obligation to offer the Company or its Subsidiaries any business opportunity resulting from NGPMR and its Affiliates’ ownership in the NGPMR Portfolio Companies, and (C) the Company and the Members hereby renounce any interest or expectancy in any such business opportunity pursued by NGPMR, its Affiliates, the NGPMR Representatives or another NGPMR Portfolio Company and waive any claim that any such business opportunity constitutes a corporate, partnership or other business opportunity of the Company or any of its Subsidiaries; provided, however, that nothing contained in this Section 3.3(c) is intended to limit the confidentiality obligations in Section 5.4 and NGPMR, its Affiliates, the NGPMR Portfolio Companies and the NGPMR Representatives are expressly prohibited from using any Confidential Information (i) to pursue any such business opportunity, (ii) in providing services to the NGPMR Portfolio Companies or (iii) in acting as directors or advisors to, or other principals of, such companies. (d) No Member or its Affiliates shall have any obligation to communicate or offer any Out of Scope Projects to the Company or the other Members. The Members acknowledge and agree that each Member, and their respective Affiliates, may presently or in the future engage in and/or possess an interest in other business ventures of every nature and description, independently or with others, outside of the Area of Mutual Interest, whether or not such business ventures are within the scope of the Primary Business, or within the Area of Mutual Interest, so long as such ventures constitute Out of Scope Projects or Exempted Projects, and neither the Company nor any other Members shall have any right by virtue of this Agreement in and to any Out of Scope Projects or Exempted Projects, or to the income or profits derived therefrom.

Projects, Restricted Projects, Exempted Projects and Out of Scope Projects. (a) As part of the Primary Business, the Company shall use commercially reasonable efforts to pursue the acquisition, development, construction and operation of natural gas gathering and processing, and natural gas liquids fractionation, transportation, storage and marketing assets described on Exhibit C (such activities, the “"Base Project”"). From time to time, the Company may also pursue the acquisition, development, construction and operation of additional midstream assets in the Area of Mutual Interest in accordance with this Agreement (such activities, the “"Additional Projects” " and, collectively with the Base Project, the “"Projects”"). (b) No Class B Member (either directly or indirectly through one or more Affiliates) shall, own, operate, manage, control, engage in, participate in, invest in, finance, render services for, assist others in, or otherwise carry out any Primary Business (a “"Restricted Project”") other than through the Company, without Requisite Member Approval, except as follows (any Restricted Project engaged in pursuant to one of the following exceptions is an “"Exempted Project”"): (i) MWE Liberty or its Affiliates may engage in a Restricted Project outside the Company without Requisite Member Approval if the pursuit of such Restricted Project by the Company does not receive approval of the Board pursuant to Section 6.1 and Requisite Member Approval pursuant to Section 6.12, and the Company therefore is unable to pursue the Restricted Project; (ii) MWE Hydrocarbon may perform its obligations under that certain Fractionation and NGL Purchase Agreement, dated as of the date hereof, by and between MWE Hydrocarbon and the Company in the form attached hereto as Exhibit K (the “"Fractionation and NGL Purchase Agreement”"); and (iii) A Class B Member or its Affiliates may ** as part of ** Restricted Projects, provided that ** such Class B Member ** the Company ** of ** as ** the Class B Member. In connection with ** the Company and the other Members **. Members holding Interests with an aggregate Percentage Interest ** Class B Member ** shall have the ** this Section 3.3(b)(iii) (which, for clarity purposes, shall not **). Such Members may, by written notice to the Company ** the Class B Member ** the Class B Member ** the Class B Member **. For the avoidance of doubt, ** the Restricted Project shall have ** prior to **. In the event that ** the Restricted Project, the ** the Class B Member ** the Class B Member or ** the Class B Member. ** Class B Member ** the Company. Each Member recognizes and affirms that in the event of breach by such Member of any of the provisions of this Section 3.3(b), money damages may be inadequate and the non-breaching Members may have no adequate remedy at law. Accordingly, each Member agrees that the non-breaching Members shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and each of the Members’ ' obligations under this Section 3.3(b) not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 3.3(b). (c) The Company and the Members recognize that: (i) NGPMR and its Affiliates own and will own substantial equity interests in other companies (existing and future) that participate in the energy industry (“"NGPMR Portfolio Companies”") and have in the past and will in the future enter into advisory service agreements with such NGPMR Portfolio Companies; (ii) the NGPMR Representatives who serve as Managers also serve as principals of other NGPMR Portfolio Companies; and (iii) at any time, other NGPMR Portfolio Companies may be in direct or indirect competition with the Company and/or its Subsidiaries. The Company and the Members acknowledge and agree that NGPMR, its Affiliates and NGPMR Representatives: (A) shall not be prohibited or otherwise restricted by their relationship with the Company and its Subsidiaries from engaging in the business of investing in NGPMR Portfolio Companies, entering into agreements to provide services to such NGPMR Portfolio Companies or acting as directors or advisors to, or other principals of, such NGPMR Portfolio Companies, regardless of whether such activities are in direct or indirect competition with the Company or the Primary Business, (B) shall not have any obligation to offer the Company or its Subsidiaries any business opportunity resulting from NGPMR and its Affiliates’ ' ownership in the NGPMR Portfolio Companies, and (C) the Company and the Members hereby renounce any interest or expectancy in any such business opportunity pursued by NGPMR, its Affiliates, the NGPMR Representatives or another NGPMR Portfolio Company and waive any claim that any such business opportunity constitutes a corporate, partnership or other business opportunity of the Company or any of its Subsidiaries; provided, however, that nothing contained in this Section 3.3(c) is intended to limit the confidentiality obligations in Section 5.4 and NGPMR, its Affiliates, the NGPMR Portfolio Companies and the NGPMR Representatives are expressly prohibited from using any Confidential Information (i) to pursue any such business opportunity, (ii) in providing services to the NGPMR Portfolio Companies or (iii) in acting as directors or advisors to, or other principals of, such companies. (d) No Member or its Affiliates shall have any obligation to communicate or offer any Out of Scope Projects to the Company or the other Members. The Members acknowledge and agree that each Member, and their respective Affiliates, may presently or in the future engage in and/or possess an interest in other business ventures of every nature and description, independently or with others, outside of the Area of Mutual Interest, whether or not such business ventures are within the scope of the Primary Business, or within the Area of Mutual Interest, so long as such ventures constitute Out of Scope Projects or Exempted Projects, and neither the Company nor any other Members shall have any right by virtue of this Agreement in and to any Out of Scope Projects or Exempted Projects, or to the income or profits derived therefrom.. ARTICLE 4 CAPITAL CONTRIBUTIONS, MEMBER INTERESTS, CAPITAL ACCOUNTS AND FUTURE CAPITAL REQUIREMENTS

Projects, Restricted Projects, Exempted Projects and Out of Scope Projects. (a) As part of the Primary Business, the Company shall use commercially reasonable efforts to pursue the acquisition, development, construction and operation of natural gas gathering and processingprocessing assets, and natural gas liquids processing, fractionation, transportation, storage and marketing assets assets, including the Fractionation Project described on Exhibit C B (such activities, the “Base Project”). From time to time, the Company may also pursue the acquisition, development, construction and operation of additional midstream assets in the Area of Mutual Interest in accordance with this Agreement (such activities, the “Additional Projects” and, collectively with the Base Project, the “Projects”). (b) No Class B Member nor any Affiliate of a Class B Member (either directly or indirectly through one or more Affiliates) shall, own, operate, manage, control, engage in, participate in, invest in, finance, render services for, assist others in, or otherwise carry out any Primary Business that does not constitute an Out of Scope Project (each, a “Restricted Project”) other than through the Company, without Requisite Member Approval, except as follows (any Restricted Project engaged in pursuant to one of the following exceptions is an “Exempted Project”): (i) MWE Liberty Operating Company or its Affiliates may engage in a Restricted Project outside the Company without Requisite Member Approval if the pursuit of such Restricted Project by the Company does not receive approval of the Board pursuant to Section 6.1 and Requisite Member Approval pursuant to Section 6.126.12 (solely due to the lack of approval by the Class A Managers and/or Class A Members, as applicable), and the Company therefore is unable to pursue the Restricted Project; . For clarification purposes, if either (iix) MWE Hydrocarbon may perform any of MWE, its obligations under that certain Fractionation Affiliates, or the MPLX Entities offers a Restricted Project to the Company, and NGL Purchase Agreement, dated as if the pursuit of such Restricted Project by the Company does not receive approval of the date hereofBoard and/or Requisite Member Approval solely due to the lack of approval by the Class A Managers and/or Class A Members, by and between MWE Hydrocarbon as applicable, as described in this Section 3.3(b)(i), or (y) any of MWE, its Affiliates, or the MPLX Entities offers a Restricted Project to the Class A Members or their Affiliates, and the Class A Members and their Affiliates do not elect to participate in such Restricted Project, then in each case, the Company in and the form attached hereto as Exhibit K (Class A Members shall not be entitled to participate or to claim any right to participate in, and shall thereby release MWE, its Affiliates and the “Fractionation and NGL Purchase Agreement”)MPLX Entities from any claim with respect to participation in, any subsequent transaction relating to such Exempted Project by MWE, its Affiliates, or the MPLX Entities, including any drop down transactions; and (iiiii) A Class B Member or its Affiliates may ** as part of ** Restricted Projects; provided, provided that ** such Class B Member ** the Company ** of ** as ** the Class B Member. In connection with ** the Company and the other Members **. Members holding Interests with an aggregate Percentage Interest ** Class B Member ** shall have the ** this Section 3.3(b)(iii3.3(b)(ii) (which, for clarity purposes, shall not **). Such Members may, by written notice to the Company ** the Class B Member ** the Class B Member ** the Class B Member **. For the avoidance of doubt, ** the Restricted Project shall have ** prior to **. In the event that ** the Restricted Project, the ** from the Class B Member ** the Class B Member or ** the Class B Member. Member ** For the avoidance of doubt, the Members that are ** the Restricted Project shall have the benefit of ** prior to making ** In the event that such Members elect to ** constituting the Restricted Project, the ** the Class B Member ** by the Class B Member or ** by the Class B Member. ** such Class B Member or its Affiliates may ** of the Company. Each Member recognizes and affirms that in the event of breach by such Member of any of the provisions of this Section 3.3(b), money damages may be inadequate and the non-breaching Members may have no adequate remedy at law. Accordingly, each Member agrees that the non-breaching Members shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and each of the Members’ obligations under this Section 3.3(b) not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 3.3(b). (c) Notwithstanding anything to the contrary in this Agreement, in the event that Class B Member(s) (either directly or indirectly through one or more Affiliates) elects to pursue for its own account any Exempted Project pursuant to Section 3.3(b), or any Member(s) elects to pursue an Out of Scope Project, then, to the extent reasonably requested by such Member(s), the Company and the other Members hereby agree to reasonably amend this Agreement or to enter into other reasonable and customary commercial and other agreements such that such Member(s) or their respective Affiliates shall be entitled to receive the benefits attributable to such Exempted Project or Out of Scope Project or to otherwise pursue the Exempted Project or Out of Scope Project. (d) The Company and the Members recognize that: (i) NGPMR EMG and its Affiliates own and will own substantial equity interests in other companies (existing and future) that participate in the energy industry (“NGPMR EMG Portfolio Companies”) and have in the past and will in the future enter into advisory service agreements with such NGPMR EMG Portfolio Companies; (ii) the NGPMR EMG Representatives who serve as Managers also serve as principals of other NGPMR EMG Portfolio Companies; and (iii) at any time, other NGPMR EMG Portfolio Companies may be in direct or indirect competition with the Company and/or its Subsidiaries. The Company and the Members acknowledge and agree that NGPMR(A) EMG, its Affiliates and NGPMR EMG Representatives: (AI) shall not be prohibited or otherwise restricted by their relationship with the Company and its Subsidiaries from engaging in the business of investing in NGPMR EMG Portfolio Companies, entering into agreements to provide services to such NGPMR EMG Portfolio Companies or acting as directors or advisors to, or other principals of, such NGPMR EMG Portfolio Companies, regardless of whether such activities are in direct or indirect competition with the Company or the Primary Business, and (BII) shall not have any obligation to offer the Company or its Subsidiaries any business opportunity resulting from NGPMR EMG and its Affiliates’ ownership in the NGPMR EMG Portfolio Companies, and (CB) the Company and the Members hereby renounce any interest or expectancy in any such business opportunity pursued by NGPMREMG, its Affiliates, the NGPMR EMG Representatives or another NGPMR EMG Portfolio Company and waive any claim that any such business opportunity constitutes a corporate, partnership or other business opportunity of the Company or any of its Subsidiaries; provided, however, that nothing contained in this Section 3.3(c3.3(d) is intended to limit the confidentiality obligations in Section 5.4 and NGPMREMG, its Affiliates, the NGPMR EMG Portfolio Companies and the NGPMR EMG Representatives are expressly prohibited from using any Confidential Information (i) to pursue any such business opportunity, (ii) in providing services to the NGPMR EMG Portfolio Companies or (iii) in acting as directors or advisors to, or other principals of, such companies. (de) No Member or its Affiliates shall have any obligation to communicate or offer any Out of Scope Projects to the Company or the other Members. The Members acknowledge and agree that each Member, and their respective Affiliates, may presently or in the future engage in and/or possess an interest in other business ventures of every nature and description, independently or with others, outside of the Area of Mutual Interest, whether or not such business ventures are within the scope of the Primary Business, or within the Area of Mutual Interest, so long as such ventures constitute Out of Scope Projects or Exempted Projects, and neither the Company nor any other Members shall have any right by virtue of this Agreement in and to any Out of Scope Projects or Exempted Projects, or to the income or profits derived therefrom.