Common use of Matters Requiring Approval of the Series A Management Committee Clause in Contracts

Matters Requiring Approval of the Series A Management Committee. Notwithstanding any other provision of this Agreement, subject to Section 6.05(e) of the Agreement, none of the following actions may be taken by, or on behalf of, the Company without first obtaining the approval of a Supermajority Interest of the Representatives of the Series A Management Committee, solely to the extent such actions relate to the Series A Membership Interests or the Mainline Facilities or any other assets of Series A: (i) entering into, amending in any material respect, or terminating any Material Contract, or taking any action that results in a material default under any such Material Contract; (ii) approving any material loans made by the Series or the provision of any material financial guarantees by the Series, except to the extent such material loans or material financial guarantees have been specifically included in and approved as part of a Construction Budget, an Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Series A Management Committee; (iii) placing or permitting any liens or other encumbrances (other than Permitted Encumbrances) to exist on the assets related to Series A or the Series A Membership Interests; (iv) [***] (v) [***] (vi) [***] (vii) except as otherwise provided in Section 4.01(a)(ii) of the Agreement, making a Capital Call or otherwise requiring any Series A Member to make any Capital Contribution to Series A, except to the extent such Capital Call or Capital Contribution has been specifically included in and approved as part of a Construction Budget, an Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Series A Management Committee; (viii) [***] (ix) [***] (x) [***] (xi) [***] (xii) [***] (xiii) [***] (xiv) the formation of any subcommittee of the Series A Management Committee pursuant to Section 6.02(f) of the Agreement; (xv) the Disposition or abandonment of all or substantially all of the assets of Series A, or of the material assets related to the Series A Membership Interests other than any Disposition(s) in the ordinary course of business; (xvi) [***] (xvii) [***] (xviii) [***] (xix) [***] (xx) causing any assets, property and/or rights of a Series to be allocated to the payment of fines, claims, demands, liabilities, losses or damages of whatsoever kind or character, and costs or expenses related thereto, payable to a third party attributable to a different Series; (xxi) considering at a meeting of the Series A Management Committee a material matter not on the agenda for that meeting; and (xxii) the commencement, conduct or settlement of any suit, action or proceeding or arbitration to the extent related to Series A, in each case to the extent involving in excess of $500,000. For the avoidance of doubt, to the extent the actions set forth in Section 2.02(e) affect more than one Series or affect Additional Transportation Facilities, such actions may not be taken unilaterally by the Series A Management Committee, notwithstanding the approval of a Supermajority Interest of the Representatives of the Series A Management Committee, without the consent of any other applicable Additional Series Management Committee to the extent required by the Series Schedule applicable to such Series.