ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment (this Assignment) is made and entered into effective as of 11:59 p.m. (Dallas, Texas time) on January 31, 2019 (the Effective Time), by and between EnLink Midstream, LLC, a Delaware limited liability company (ENLC), and EnLink Midstream Operating, LP, a Delaware limited partnership (EnLink Midstream Operating) and a wholly-owned subsidiary of EnLink Midstream Partners, LP, a Delaware limited partnership (ENLK). ENLC and EnLink Midstream Operating are referred to herein collectively as the Parties and each individually as a Party.
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in that certain Contribution Agreement, dated as of January 31, 2019 (the Contribution Agreement), by and between ENLC and ENLK.
W I T N E S S E T H:
WHEREAS, ENLC owns the Contributed Interests in EnLink Oklahoma Gas Processing, LP, a Delaware limited partnership (EOGP); and
WHEREAS, pursuant to the Contribution Agreement, ENLC has agreed to contribute, assign, and transfer the Contributed Interests to EnLink Midstream Operating, and the Parties hereby desire to effect such contribution, assignment, and transfer.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
1. Assignment. Subject to and in accordance with the terms of the Contribution Agreement, ENLC hereby CONTRIBUTES, ASSIGNS, AND TRANSFERS to EnLink Midstream Operating the Contributed Interests, free and clear of any lien, mortgage, security interest, pledge, or other similar restriction (other than restrictions under applicable federal and state securities laws and restrictions on transfer pursuant to the EOGP Partnership Agreement), and EnLink Midstream Operating hereby accepts the same.
2. Substitution as Limited Partner. From and after the Closing, EnLink Midstream Operating shall be substituted for ENLC as a limited partner of EOGP with respect to the Contributed Interests and shall become the sole limited partner of EOGP. From and after the Closing, ENLC shall cease to be a limited partner of EOGP and to have or exercise any right or power as a limited partner of EOGP or with respect to the Contributed Interests.
3. Disclaimer of Warranties.
(a) ENLC IS CONVEYING THE CONTRIBUTED INTERESTS WITHOUT REPRESENTATION OR WARRANTY.
(b) ENLC and EnLink Midstream Operating agree that, to the extent required by applicable Law to be effective, the disclaimers contained in Section 3(a) herein are conspicuous disclaimers.