Common use of Board Designation Rights Clause in Contracts

Board Designation Rights. (a) So long as the EIG Purchaser, its Affiliates and FS Energy and Power fund (“FS Energy”) own (a) Preferred Units, (b) Common Units resulting from the conversion or redemption of the Preferred Units, (c) Warrants and/or (d) Common Units resulting from the exercise of the Warrants (such amounts in (a), (b), (c) and (d), collectively, the “Election Units”) that comprise in the aggregate, more than 5% of the then-Outstanding Common Units of the Partnership (assuming, for purposes of this calculation, that all Preferred Units are converted into Common Units at the conversion price specified in Section 5.12(b)(vi)(A) of the Partnership Agreement and all Warrants are exercised by net unit settlement based on the volume weighted average trading price (“VWAP”) of the Common Units for the entire fourth quarter of the prior fiscal year), EIG Management Company, LLC, in its capacity as EIG Purchaser Representative (the “EIG Purchaser Representative”), acting on behalf of the EIG Purchaser, shall have the right to designate, subject to the consent of ETE if the limited partners of the Partnership are not entitled to vote in the election of directors of the General Partner, such consent not to be unreasonably withheld (it being understood that, without limitation, it shall be unreasonable for ETE to withhold consent for the designation of any employee of the EIG Purchaser or its Affiliates), one person to serve on the board of directors of the General Partner (the “Board” and such person and any other person designated to serve on the Board by the EIG Purchaser Representative pursuant to this Agreement, an “EIG Director”) and the General Partner and ETE (or its successor(s) as member(s) of the General Partner) shall take all actions necessary or advisable to effect the foregoing. If the EIG Purchaser, its Affiliates and FS Energy’s ownership interest in the Partnership represented by the Election Units is at any time less than 5% of the then-outstanding Common Units, then the director designation right set forth in this clause (a) shall terminate and such EIG Director designated pursuant to this clause (a) shall immediately resign from the Board; provided, however, that at any time after the date of any such termination, if the EIG Purchaser, its Affiliates and FS Energy’s ownership interest in the Partnership represented by the Election Units increases to above 5% then the director designation right set forth in this clause (a) (including ETE’s consent right) shall be reinstated in all respects. The initial EIG Director designated to serve on the Board pursuant to this clause (a) is Xxxxxxx Xxxxxxx.

Board Designation Rights. (a) So long as During the EIG Purchaser, its Affiliates and FS Energy and Power fund period (the “FS EnergyDesignation Period”) own beginning on the Effective Date and ending on the date that the Purchasers and their respective Affiliates (aas defined in the Partnership Agreement) Preferred Units, (b) Common Units resulting from the conversion or redemption of the Preferred Units, (c) Warrants and/or (d) Common Units resulting from the exercise of the Warrants (such amounts in (a), (b), (c) and (d), collectively, the “Election UnitsEIG Group”) that comprise collectively no longer own, in the aggregate, either at least: (i) (A) 50% of the number of Preferred Units issued pursuant to the Purchase Agreement or (B) 50% of the aggregate liquidation preference of any class or series of Class D Parity Securities (as defined in the Partnership Agreement) (the forgoing clauses (A) and (B) collectively, “EIG Preferred Units”), or (ii) Warrants, Warrant Exercise Units and/or Common Units (collectively, “EIG Common Units”) that, in the aggregate, comprise 10% or more than 5% of the then-Outstanding (as defined in the Partnership Agreement) Common Units of the Partnership (assuming, for purposes of this such calculation, that all Preferred such Warrants are validly exercised pursuant to Section 3(b)(i) thereof in exchange for the maximum number of Warrant Exercise Units are converted into Common Units issuable thereunder at the conversion price specified time of such election), in Section 5.12(b)(vi)(A) each case, subject to adjustment for unit split, reverse split and similar transactions applicable to the Preferred Units, any Class D Parity Securities held by the EIG Group or the Common Units, as applicable, EIG shall, in accordance with the terms of the Partnership this Agreement and all Warrants are exercised by net unit settlement based on in accordance with the volume weighted average trading price (“VWAP”) of Amended GP LLC Agreement, be entitled and have the Common Units for the entire fourth quarter of the prior fiscal year), EIG Management Company, LLC, in its capacity as EIG Purchaser Representative right (the “EIG Purchaser RepresentativeBoard Designation Right”), acting on behalf of the EIG Purchaser, shall have the right ) to designate, subject designate up to the consent of ETE if the limited partners of the Partnership are not entitled to vote in the election of directors of the General Partner, such consent not to be unreasonably withheld one (it being understood that, without limitation, it shall be unreasonable for ETE to withhold consent for the designation of any employee of the EIG Purchaser or its Affiliates), one 1) natural person to serve on the board of directors of the General Partner Board (any such Director designated by EIG, the “Board” and such person and any other person designated to serve on the Board by the EIG Purchaser Representative pursuant to this Agreement, an “EIG Designated Director”) and the General Partner and ETE (or its successor(s) as member(s) of the General Partner) shall take all actions necessary or advisable to effect the foregoing. If the EIG Purchaser, its Affiliates and FS Energy’s ownership interest in the Partnership represented by the Election Units such a designation as promptly as is at any time less than 5% of the then-outstanding Common Units, then the director designation right set forth in this clause (a) shall terminate and such EIG Director designated pursuant to this clause (a) shall immediately resign from the Boardpracticable; provided, however, that at the EIG Designated Director shall, in the good faith and reasonable judgment of the General Partner, (1) have the requisite skill and experience to serve as a director of a public company (it being agreed by the Parties that any time after employee of a member of the date EIG Group having the title of managing director or higher possesses the requisite skill and experience necessary to serve as a director of a public company), (2) not be prohibited from serving as a director pursuant to any rule or regulation of the United States Securities and Exchange Commission (the “Commission”) or any national securities exchange on which the Partnership’s Common Units are then-listed or admitted to trading, and (3) should the EIG Designated Director not be an employee of the EIG Group, such EIG Designated Director shall not be an employee or director of any such termination, if the EIG Purchaser, its Affiliates and FS Energy’s ownership interest Competitor (as defined in the Partnership represented by Agreement). If the Election Units increases to above 5% then General Partner determines in its good faith and reasonable judgment that the director designation right EIG Designated Director does not meet one or more of the qualifications set forth in this clause the immediately preceding sentence, the General Partner shall as soon as practicable (aand, in any event, within five (5) Business Days of EIG exercising its Board Designation Right) deliver to EIG a written statement (including ETE’s consent righta “Qualification Statement”) specifically describing the circumstances pursuant to which such EIG Designated Director did not meet such qualifications. The Board Designation Right shall be reinstated exercisable by EIG at any time, and from time-to-time, during the Designation Period by delivery to the General Partner of a written notice of such designation signed by EIG (the “Designation Notice”). If a Qualification Statement in all respects. The initial respect of the EIG Designated Director designated is not delivered to serve EIG by the General Partner within five (5) Business Days (the “Qualification Deadline”) of the General Partner’s receipt of the applicable Designation Notice, then at 5:00 p.m. Central Time on the Qualification Deadline, the appointment of the EIG Designated Director named in such Designation Notice shall immediately become effective and such EIG Designated Director shall be deemed to be a validly appointed member of the Board pursuant to this clause (a) is Xxxxxxx Xxxxxxxwithout any further action by any Person.