Common use of Member-Managed Decisions Clause in Contracts

Member-Managed Decisions. Notwithstanding anything herein to the contrary, the Sole Member shall have exclusive authority over the internal business and affairs of the Company that do not relate to management and control of EnLink Midstream and its subsidiaries. For illustrative purposes, the internal business and affairs of the Company where the Sole Member shall have exclusive authority include (i) the amount and timing of distributions paid by the Company, (ii) the issuance or repurchase of any equity interests in the Company, (iii) the prosecution, settlement or management of any claim made directly against the Company, (iv) the decision to sell, convey, transfer or pledge any asset of the Company, (v) the decision to amend, modify or waive any rights relating to the assets of the Company and (vi) the decision to enter into any agreement to incur an obligation of the Company other than an agreement entered into for and on behalf of EnLink Midstream for which the Company is liable exclusively by virtue of the Company’s capacity as managing member of EnLink Midstream or of any of its Affiliates. In addition, notwithstanding anything herein to the contrary, the Sole Member shall have exclusive authority to cause the Company to exercise the rights of the Company as managing member of EnLink Midstream (or those exercisable after the Company ceases to be the managing member of EnLink Midstream) where (a) the Company makes a determination or takes or declines to take any other action in its individual capacity under the EnLink Midstream Agreement or (b) where the EnLink Midstream Agreement permits the Company to make a determination or take or decline to take any other action in its sole discretion. For illustrative purposes, a list of provisions where the Company would be acting in its individual capacity or is permitted to act in its sole discretion is contained in Appendix A hereto.