Common use of Expansion Projects Clause in Contracts

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 Board approves such Expansion Project Request and Expansion Project Budget pursuant to Section 2.4(d), subject to Section 2.12(b)(ii), if applicable, each Non-Proposing Member shall have the 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), (B) the 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 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, (E) the proposed construction manager and construction management agreement for the Expansion Project and (F) a written accounting methodology to 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 proposed Expansion Project (such 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 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 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 the Objection Methodology and the supporting materials. As part of the resolution, the Independent Auditor shall choose between the two methodologies. The cost of the Independent Auditor shall be borne by the Company. Such Initial Election Period and 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.

Expansion Projects. (a) At If the NEP Member desires to pursue any time from new expansion project opportunity with respect to any of the existing assets 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 projects of the Company or its Subsidiaries through the Company, then the NEP Member and the nonClass B Member Representative shall negotiate in good faith for a period of not less than forty-proposing Members five (each 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 non-proposing Member, a “Non-Proposing Member”)expansion project relates to pursue such expansion project. The Board shall timely review such Expansion Project Request In the event that the NEP Member and the Expansion Project Budget. If Class B Members are unable to agree on a financing arrangement for the Board approves Company to pursue such Expansion Project Request expansion project opportunity by the end of such 45-day period, then, so long as no Triggering Event has occurred and Expansion Project Budget pursuant to Section 2.4(d)is continuing, subject to Section 2.12(b)(ii), if applicable, each Non-Proposing the Managing Member shall have the right, option (but not the obligation), without the consent of any other Member, to participate 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 Expansion Project 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 this Section 2.12. If 5.01, Section 5.02 or Section 5.03 (excluding, for the Board does not approve an Expansion Project Requestavoidance of doubt, neither 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 nor the Members shall participate in with respect to such Expansion Project. Any Expansion Project Request shall contain a reasonably detailed explanation of all material aspects of the proposed Expansion Project, including expansion project) (A) shall not, on a good faith estimate pro forma basis, for any calendar quarter during the remaining life of the costs and expenses existing assets of developingthe Company, operating and maintaining such proposed Expansion Project (reduce the “Expansion Project Budget”) (including any proposed incremental increase amount of Available Cash projected to be available for distribution to the Fixed Fee payable Members during any such quarter with respect to the Operator, then-existing projects of the Company and mutually agreeable its Subsidiaries as compared to the Operator and amount of Available Cash projected to be available for distribution to the Proposing Party)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 incremental revenues to be derived from the Expansion Project, Company’s distribution policy or (C) the estimated time period from the start of construction until the time the Expansion Project is not reasonably expected to commence commercial service, (D) a description otherwise have an adverse effect on the then-existing assets 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 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 Person may be a partyMember, (E) expend the proposed construction manager and construction management agreement for the Expansion Project and (F) a written accounting methodology necessary funds to 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 pursue such proposed Expansion Project (such 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 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 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 the Objection Methodology and the supporting materials. As part of the resolution, the Independent Auditor shall choose between the two methodologies. The cost of the Independent Auditor shall be borne by the Company. Such Initial Election Period and 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 Projectexpansion project.

Expansion Projects. (a) At If either Member becomes aware of an opportunity to develop, plan, design, engineer, procure, construct, install or acquire (i) any time from and after expansion of capacity of the Effective Date 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 Member (any such Person, a “Proposing Party”) may propose an Expansion Project by delivering a written request capital project referred to in Section 6.13 of the Purchase Agreement (each, an “Expansion Project RequestProject”) ), that such Member desires to have the Company and the non-proposing Members pursue, then (each A) such non-proposing Member, a “Non-Proposing Member”). The Board shall timely review such Expansion Project Request and the Expansion Project Budget. If the Board approves such Expansion Project Request and Expansion Project Budget pursuant to Section 2.4(d), subject to Section 2.12(b)(ii), if applicable, each Non-Proposing Member shall have prepare a written presentation setting forth (1) the rightprojected revenue, 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 capital costs and operating costs for such Expansion Project. Any Expansion Project Request shall contain a reasonably detailed explanation of all material aspects of , (2) the proposed Capital Contributions to be made by the Members to fund such Expansion Project, (3) any 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 (A4) a good faith estimate of the costs and expenses of developingany other relevant information such as legal, operating and maintaining environmental or regulatory issues with respect to such proposed Expansion Project (the a “Proposed Expansion Project BudgetPresentation”) (including any proposed incremental increase to the Fixed Fee payable to the Operator, and mutually agreeable to the Operator and the Proposing Party), (B) such Member shall deliver, in the incremental revenues manner specified in Section 12.2 with respect to be derived from notices, such Proposed Expansion Project Presentation to the other Member at least five (5) business days prior to any meeting of the Company Board called for the purpose of considering such Expansion Project, Project and (C) the estimated time period from the start of construction until the time the Company Board shall consider such Expansion Project is expected at a meeting called for such purpose (provided that the Proposed Expansion Project Presentation has been delivered to commence commercial servicethe other Member in accordance with the preceding clause (B)). If the Company Board approves, (D) a description of all material provisions of any proposed transportationby Unanimous Consent, throughput or similar commercial contracts in respect the pursuit of the Expansion Project and to which the Capital Contributions, in each case as set forth in the Proposed Expansion Project Presentation or as otherwise approved by the Company and any other Person may be a party, Board by Unanimous Consent (E) the proposed construction manager and construction management agreement for the Expansion Project and (F) a written accounting methodology to 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“Approved Project”). The Non- Proposing Members , then the Company Board shall have sixty (60) days from instruct the date of Operator to proceed with such Approved Project in accordance with and on the terms so approved by the Company Board approval of the Expansion Project Request to notify the Proposing Party of their election to participate or not participate in such proposed Expansion Project (such 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 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 MethodologyApproved Project Plan”). If such Initial Election Period Objection is not 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 the Objection Methodology and the supporting materials. As part of the resolution, the Independent Auditor shall choose between the two methodologies. The cost of the Independent Auditor shall be borne by the Company. Such Initial Election Period and 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.

Expansion Projects. (a) At If the NEP Member desires to pursue any time from new expansion project opportunity with respect to any of the existing assets 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 projects of the Company or its Subsidiaries through the Company, then the NEP Member and the nonClass B Member Representative shall negotiate in good faith for a period of not less than forty-proposing Members five (each 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 non-proposing Member, a “Non-Proposing Member”)expansion project relates to pursue such expansion project. The Board shall timely review such Expansion Project Request In the event that the NEP Member and the Expansion Project Budget. If Class B Members are unable to agree on a financing arrangement for the Board approves Company to pursue such Expansion Project Request expansion project opportunity by the end of such 45-day period, then, so long as no Triggering Event has occurred and Expansion Project Budget pursuant to Section 2.4(d)is continuing, subject to Section 2.12(b)(ii), if applicable, each Non-Proposing the Managing Member shall have the right, option (but not the obligation), without the consent of any other Member, to participate 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 Expansion Project 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 this Section 2.12. If 5.01, Section 5.02 or Section 5.03 (excluding, for the Board does not approve an Expansion Project Requestavoidance of doubt, neither 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 nor the Members shall participate in with respect to such Expansion Project. Any Expansion Project Request shall contain a reasonably detailed explanation of all material aspects of the proposed Expansion Project, including expansion project) (A) shall not, on a good faith estimate pro forma basis, for any calendar quarter during the remaining life of the costs and expenses existing assets of developingthe Company, operating and maintaining such proposed Expansion Project (reduce the “Expansion Project Budget”) (including any proposed incremental increase amount of Available Cash projected to be available for distribution to the Fixed Fee payable Members during any such quarter with respect to the Operator, then-existing projects of the Company and mutually agreeable its Subsidiaries as compared to the Operator and amount of Available Cash projected to be available for distribution to the Proposing Party)Members during the applicable quarter with respect to such existing projects if such expansion project had not been 37 pursued, (B) shall not cause a change or modification to the incremental revenues to be derived from the Expansion Project, Company’s distribution policy or (C) the estimated time period from the start of construction until the time the Expansion Project is not reasonably expected to commence commercial service, (D) a description otherwise have an adverse effect on the then-existing assets 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 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 Person may be a partyMember, (E) expend the proposed construction manager and construction management agreement for the Expansion Project and (F) a written accounting methodology necessary funds to 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 pursue such proposed Expansion Project (such 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 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 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 the Objection Methodology and the supporting materials. As part of the resolution, the Independent Auditor shall choose between the two methodologies. The cost of the Independent Auditor shall be borne by the Company. Such Initial Election Period and 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 Projectexpansion project.