Vantage Midstream Entities Uses in Distribution of Excluded Assets Clause

Distribution of Excluded Assets from Purchase and Sale Agreement

This Purchase and Sale Agreement (this Agreement) is made and entered into as of September 26, 2016 by and between Rice Energy Inc., a Delaware corporation (Rice), and Rice Midstream Partners LP, a Delaware limited partnership (the Partnership). Rice and the Partnership are sometimes referred to in this Agreement individually as a Party and together as the Parties.

Distribution of Excluded Assets. Prior to Closing, Rice will cause each of the Vantage Midstream Entities to take all actions necessary to distribute, assign and convey the assets, liabilities, rights and obligations described on Exhibit C (the Excluded Assets) to an Affiliate of Rice (other than the Partnership or any of its Subsidiaries) (the Pre-Closing Distribution). Without limiting the generality of the foregoing, Rice shall ensure that the Pre-Closing Distribution complies with, and is duly authorized in accordance with, Applicable Laws and each of the applicable Organizational Documents and contracts (including restrictions related to available cash for dividends, required capitalization and fraudulent conveyance) and that, following the distribution, the Vantage Midstream Entities will have no Liability with respect to the Excluded Assets.

Distribution of Excluded Assets from Purchase and Sale Agreement

This Purchase and Sale Agreement (this Agreement) is made and entered into as of September 26, 2016 by and between Rice Energy Inc., a Delaware corporation (Rice), and Rice Midstream Partners LP, a Delaware limited partnership (the Partnership). Rice and the Partnership are sometimes referred to in this Agreement individually as a Party and together as the Parties.

Distribution of Excluded Assets. Prior to Closing, Rice will cause each of the Vantage Midstream Entities to take all actions necessary to distribute, assign and convey the assets, liabilities, rights and obligations described on Exhibit C (the Excluded Assets) to an Affiliate of Rice (other than the Partnership or any of its Subsidiaries) (the Pre-Closing Distribution). Without limiting the generality of the foregoing, Rice shall ensure that the Pre-Closing Distribution complies with, and is duly authorized in accordance with, Applicable Laws and each of the applicable Organizational Documents and contracts (including restrictions related to available cash for dividends, required capitalization and fraudulent conveyance) and that, following the distribution, the Vantage Midstream Entities will have no Liability with respect to the Excluded Assets.