THIS AGREEMENT, NEITHER PARTY NOR
ANY OF THEIR RESPECTIVE AFFILIATES SHALL, DIRECTLY OR INDIRECTLY, DISCLOSE TO
ANY PERSON ANY INFORMATION RECEIVED, OBTAINED OR CREATED THAT IS NOT IN THE
PUBLIC DOMAIN OR GENERALLY KNOWN IN THE INDUSTRY, IN ANY FORM, RELATING TO THE
BUSINESS AND OPERATIONS OF THE OTHER PARTY.
NOTWITHSTANDING THE FOREGOING,
EITHER PARTY MAY DISCLOSE ANY INFORMATION RELATING TO THE BUSINESS AND
OPERATIONS OF THE OTHER PARTY (UPON PRIOR WRITTEN NOTICE TO SUCH OTHER PARTY) IF
REQUIRED BY LAW OR APPLICABLE STOCK EXCHANGE RULE.
18.
GENERAL PARTNER AND CONFLICTS COMMITTEE.
(A)
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, THE GENERAL
PARTNER IS NOT HEREBY WITHDRAWING FROM THE PARTNERSHIP AS A GENERAL PARTNER OR
OTHERWISE.
THE GENERAL PARTNER SHALL REMAIN RESPONSIBLE TO THE PARTNERSHIP FOR
ACTIONS TAKEN OR OMITTED BY THE MANAGER WITHIN THE SCOPE OF SUCH DELEGATION AS
IF THE GENERAL PARTNER HAD ITSELF TAKEN OR OMITTED TO TAKE ANY SUCH ACTIONS.
THE GENERAL PARTNER'S RESPONSIBILITY TO THE PARTNERSHIP IS NOT EXPANDED OR
LIMITED BY THIS AGREEMENT AND SHALL BE IN EFFECT TO THE SAME EXTENT AND ON THE
SAME TERMS AND CONDITIONS AS SPECIFIED IN THE PARTNERSHIP AGREEMENT OR UNDER
DELAWARE LAW.
THE GENERAL PARTNER SHALL BE ENTITLED TO MONITOR THE MANAGER'S
PERFORMANCE UNDER THIS AGREEMENT.
THE GENERAL PARTNER SHALL HAVE THE RIGHT AND
POWER TO DIRECT THE MANAGER TO TAKE, OR TO CEASE FROM TAKING, ANY ACTION THAT
WOULD CONSTITUTE A BREACH OF THE PARTNERSHIP AGREEMENT.
THE GENERAL PARTNER
SHALL AT ALL TIMES HAVE ACCESS TO THE BOOKS, RECORDS AND DOCUMENTS OF THE
PARTNERSHIP AND THE MANAGER AND
11
to their officers, directors and employees to monitor the Manager's performance
under this Agreement.
(B)
THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN APPROVED BY
THE CONFLICTS COMMITTEE.
IN ADDITION, NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY "POTENTIAL CONFLICT
OF INTEREST" (WITHIN THE MEANING OF THE PARTNERSHIP AGREEMENT) THAT ARISES UNDER
THIS AGREEMENT OR AS A RESULT OF THE PERFORMANCE BY THE PARTIES OF THEIR
OBLIGATIONS HEREUNDER (INCLUDING ANY ACTION TO BE TAKEN BY THE BOARD OF
DIRECTORS) SHALL BE RESOLVED IN THE MANNER PROVIDED IN SECTION 7.9 OF THE
PARTNERSHIP AGREEMENT.
19.
NOTICES.
UNLESS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, ALL
NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED UNDER
THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN,
MADE AND RECEIVED WHEN DELIVERED AGAINST RECEIPT OR UPON ACTUAL RECEIPT OF (I)
PERSONAL DELIVERY, (II) DELIVERY BY REPUTABLE OVERNIGHT COURIER, (III) DELIVERY
BY FACSIMILE TRANSMISSION AGAINST ANSWERBACK, (IV) DELIVERY BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, ADDRESSED AS SET
FORTH BELOW:
(A)
IF TO THE PARTNERSHIP OR THE GENERAL PARTNER:
MarkWest Energy Partners, L.P. or MarkWest Energy GP, L.L.C.
155 Inverness Drive West, Suite 200
Englewood, Colorado 80112
Facsimile:
303-290-8769
with a copy to the Chairman of the Conflicts Committee:
William P. Nicoletti
Nicoletti & Company Inc.
620 Van Beuren Road
Morristown, NJ 07960
Facsimile:
973-267-9814
(B)
IF TO