Common use of Subsequent Capital Contributions Clause in Contracts

Subsequent Capital Contributions. Subject to the prior approval of the vote or written consent of Members holding SEVENTY-FIVE PERCENT (75%) of the outstanding Membership Voting Interests at any time and from time to time, the Board of Managers may request, but not require, that every Member and Interest Holder make additional contributions of capital to the Company. Each such request made to every Member and Interest Holder initially shall be for such proportion of the total additional contribution of capital requested from all of the Members and the Interest Holders as the Membership Interest that such Member or Interest Holder holds bears to the total Membership Interests held by all of the Members and the Interest Holders. If all of the Members and the Interest Holders do not make additional contributions of capital to the Company within TEN (10) days after being so requested, then those Members and Interest Holders who make such additional contributions of capital to the Company within that period (the “Contributing Members and Interest Holders”) collectively and individually shall have the right and option within TEN (10) days after such initial TEN (10) day period to make more additional contributions of capital to the Company up to the total amount of contributions of capital to the Company requested in accordance with the foregoing but not made (the “Uncontributed Amount”), each Contributing Member and Interest Holder individually (a) first in such proportion of the total Uncontributed Amount as the Membership Interest that each Contributing Member or Interest Holder holds bears to the total Membership Interests held by all of the Contributing Members and Interest Holders but (b) ultimately in such proportion of the total Uncontributed Amount as the Membership Interest that each Contributing Member or Interest Holder electing to exercise such right and option holds bears to the total Membership Interests held by all of the Contributing Members and Interest Holders electing to exercise such right and option. The foregoing formula contemplates the possibility that, within such second TEN (10) day period, any ONE (1) of the Contributing Members or Interest Holders individually (if no other Contributing Member or Interest Holder elects to contribute any part of the Uncontributed Amount in accordance with the foregoing formula) may make an additional contribution of capital to the Company equaling the entire Uncontributed Amount. If certain Members and Interest Holders elect to make additional contributions of capital to the Company upon request in accordance with the foregoing terms and provisions, and certain other Members and Interest Holders elect not to make additional contributions of capital to the Company upon request in accordance with the foregoing terms and provisions, then the Membership Interests of Members and Interest Holders who elect to make such additional contributions of capital to the Company shall increase accordingly, and the Membership Interests of Members and Interest Holders who elect not to make such additional contributions of capital to the Company shall be diluted in accordance with the Members’ aggregate capital contributions (with the capital contributions as of the date hereof as set forth on Schedule A attached hereto. The Board of Managers has no authority to, and shall not, request that any Member or Interest Holder make an additional contribution of capital to the Company except in accordance with the terms and provisions of this Section 9.3.

Subsequent Capital Contributions. Subject Except as provided herein with respect to MarkWest, no Member shall be required to make any Subsequent Capital Contribution to the prior approval Company, except as may be required under applicable law. If the Company is required to make a capital contribution to the Partnership under the provisions of the vote or written consent of Members holding SEVENTY-FIVE PERCENT (75%Section 5.2(b) of the outstanding Membership Voting Interests at any time and from time to timePartnership Agreement, the Board of Managers may request, but not require, that every each Class B Member and Interest Holder make additional contributions of capital to the Company. Each such request made to every Member and Interest Holder initially shall be for such proportion of the total additional contribution of capital requested from all of the Members and the Interest Holders as the Membership Interest that such Member or Interest Holder holds bears to the total Membership Interests held by all of the Members and the Interest Holders. If all of the Members and the Interest Holders do not make additional contributions of capital to the Company within TEN (10) days after being so requested, then those Members and Interest Holders who make such additional contributions of capital to the Company within that period (the “Contributing Members and Interest Holders”) collectively and individually shall have the right and option within TEN (10) days after such initial TEN (10) day period to make more additional contributions of capital a Subsequent Capital Contribution to the Company up for that purpose in an amount equal to, and only equal to, its Membership Interest percentage of the required capital contribution to the total Partnership. If any Class B Member does not make such Subsequent Capital Contribution ("Non-Contributing Member"), then MarkWest will be required to make, in addition to its owns Subsequent Capital Contribution, the amount of contributions of capital the Subsequent Capital Contribution not made by the Non-Contributing Member in order for the Company to make its required contribution to the Partnership. If the Subsequent Capital Contributions made to the Company requested are other than in accordance with the foregoing but not made (the “Uncontributed Amount”), proportion to each Contributing Member and Interest Holder individually (a) first in such proportion of the total Uncontributed Amount as the Member's Membership Interest that each Contributing Member or Interest Holder holds bears to the total Membership Interests held by all of the Contributing Members and Interest Holders but (b) ultimately in such proportion of the total Uncontributed Amount as the Membership Interest that each Contributing Member or Interest Holder electing to exercise such right and option holds bears to the total Membership Interests held by all of the Contributing Members and Interest Holders electing to exercise such right and option. The foregoing formula contemplates the possibility that, within such second TEN (10) day period, any ONE (1) of the Contributing Members or Interest Holders individually (if no other Contributing Member or Interest Holder elects to contribute any part of the Uncontributed Amount in accordance with the foregoing formula) may make an additional contribution of capital to the Company equaling the entire Uncontributed Amount. If certain Members and Interest Holders elect to make additional contributions of capital to the Company upon request in accordance with the foregoing terms and provisions, and certain other Members and Interest Holders elect not to make additional contributions of capital to the Company upon request in accordance with the foregoing terms and provisionsInterest, then the Membership Interests shall be adjusted to reflect the disproportionate Subsequent Capital Contributions in the following manner: MI(R) = MI(CAD/CTY) + PI(ACC) --------------------- (CAD/CTY) + ACC Where: MI is the Member's Membership Interest, as a percentage, before the Subsequent Capital Contributions ACC is the total Subsequent Capital Contribution of all Members and Interest Holders who elect making a Subsequent Capital Contribution PI is the Member's percentage Subsequent Capital Contribution of the ACC MI(R) is the Member's revised Membership Interest, as a percentage, after the Subsequent Capital Contributions made in order for the Company to make such additional any required contributions of capital to under the Company shall increase accordingly, and the Membership Interests of Members and Interest Holders who elect not to make such additional contributions of capital to the Company shall be diluted in accordance with the Members’ aggregate capital contributions (with the capital contributions as of the date hereof as set forth on Schedule A attached hereto. The Board of Managers has no authority to, and shall not, request that any Member or Interest Holder make an additional contribution of capital to the Company except in accordance with the terms and provisions of this Section 9.3.Partnership Agreement

Subsequent Capital Contributions. Subject Except as provided herein with respect to MarkWest, no Member shall be required to make any Subsequent Capital Contribution to the prior approval Company, except as may be required under applicable law. If the Company is required to make a capital contribution to the Partnership under the provisions of the vote or written consent of Members holding SEVENTY-FIVE PERCENT (75%Section 5.2(b) of the outstanding Membership Voting Interests at any time and from time to timePartnership Agreement, the Board of Managers may request, but not require, that every each Class B Member and Interest Holder make additional contributions of capital to the Company. Each such request made to every Member and Interest Holder initially shall be for such proportion of the total additional contribution of capital requested from all of the Members and the Interest Holders as the Membership Interest that such Member or Interest Holder holds bears to the total Membership Interests held by all of the Members and the Interest Holders. If all of the Members and the Interest Holders do not make additional contributions of capital to the Company within TEN (10) days after being so requested, then those Members and Interest Holders who make such additional contributions of capital to the Company within that period (the “Contributing Members and Interest Holders”) collectively and individually shall have the right and option within TEN (10) days after such initial TEN (10) day period to make more additional contributions of capital a Subsequent Capital Contribution to the Company up for that purpose in an amount equal to, and only equal to, its Membership Interest percentage of the required capital contribution to the total Partnership. If any Class B Member does not make such Subsequent Capital Contribution ("Non-Contributing Member"), then MarkWest will be required to make, in addition to its owns Subsequent Capital Contribution, the amount of contributions of capital the Subsequent Capital Contribution not made by the Non-Contributing Member in order for the Company to make its required contribution to the Partnership. If the Subsequent Capital Contributions made to the Company requested are other than in accordance with the foregoing but not made (the “Uncontributed Amount”), proportion to each Contributing Member and Interest Holder individually (a) first in such proportion of the total Uncontributed Amount as the Member's Membership Interest that each Contributing Member or Interest Holder holds bears to the total Membership Interests held by all of the Contributing Members and Interest Holders but (b) ultimately in such proportion of the total Uncontributed Amount as the Membership Interest that each Contributing Member or Interest Holder electing to exercise such right and option holds bears to the total Membership Interests held by all of the Contributing Members and Interest Holders electing to exercise such right and option. The foregoing formula contemplates the possibility that, within such second TEN (10) day period, any ONE (1) of the Contributing Members or Interest Holders individually (if no other Contributing Member or Interest Holder elects to contribute any part of the Uncontributed Amount in accordance with the foregoing formula) may make an additional contribution of capital to the Company equaling the entire Uncontributed Amount. If certain Members and Interest Holders elect to make additional contributions of capital to the Company upon request in accordance with the foregoing terms and provisions, and certain other Members and Interest Holders elect not to make additional contributions of capital to the Company upon request in accordance with the foregoing terms and provisionsInterest, then the Membership Interests shall be adjusted to reflect the disproportionate Subsequent Capital Contributions in the following manner: MIR = MI(CAD/CTY) + PI(ACC) --------------------- (CAD/CTY) + ACC Where: MI is the Member's Membership Interest, as a percentage, before the Subsequent Capital Contributions ACC is the total Subsequent Capital Contribution of all Members and Interest Holders who elect making a Subsequent Capital Contribution PI is the Member's percentage Subsequent Capital Contribution of the ACC MIR is the Member's revised Membership Interest, as a percentage, after the Subsequent Capital Contributions made in order for the Company to make such additional any required contributions of capital to under the Company shall increase accordingly, and the Membership Interests of Members and Interest Holders who elect not to make such additional contributions of capital to the Company shall be diluted in accordance with the Members’ aggregate capital contributions (with the capital contributions as of the date hereof as set forth on Schedule A attached hereto. The Board of Managers has no authority to, and shall not, request that any Member or Interest Holder make an additional contribution of capital to the Company except in accordance with the terms and provisions of this Section 9.3.Partnership Agreement