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. (b) At the time that the limited partners of the Partnership otherwise become entitled to vote in the election of directors of the General Partner, the General Partner will amend the Partnership Agreement (the “Partnership Agreement Amendment”) to provide that, in addition to the director designation right in clause (a) above, if the EIG Purchaser, its Affiliates and FS Energy own Election Units that comprise, in the aggregate, more than 15% of the then-Outstanding Common Units (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 VWAP of the Common Units for the entire fourth quarter of the prior fiscal year), then the EIG Purchaser Representative, acting on behalf of the EIG Purchaser, shall have the right to designate such number of persons (including, for the avoidance of doubt, any EIG Director designated under clause (a) above) to serve on the Board that results in the EIG Purchaser having board representation in the same proportion as the number of Election Units owned by the EIG Purchaser, its Affiliates and FS Energy bears to the total number of then-Outstanding Common Units (including, for the avoidance of doubt, Common Units assuming that all Preferred Units are converted 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 VWAP of the Common Units for the entire fourth quarter of the prior fiscal year and with any fraction of a director designation right rounded to the nearest whole number, but not less than one); provided, such Partnership Agreement Amendment shall also provide that 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 15% of the then-outstanding Common Units, then the director designation right set forth in this clause (b) shall terminate and any and all EIG Directors designated pursuant to this clause (b) shall immediately resign from the Board; provided, however, such Partnership Agreement Amendment shall also provide 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 15% then the director designation right set forth in this clause (b) shall be reinstated in all respects. (c) If at any time during which the EIG Purchaser Representative, acting on behalf of the EIG Purchaser, has the director designation right set forth in clause (b) above there is a vote of the Common Units (or other voting equity interests) for the election of directors (for the avoidance of doubt, without limiting the rights of EIG to designate directors pursuant to clause (a) or clause (b) above), the EIG Purchaser, its Affiliates and FS Energy shall vote their Election Units in the same proportion as all of the Common Units (or other voting equity interests) held by other Limited Partners are voted. (d) None of the Partnership Entities shall take any action, including but not limited to by way of amendment to the Partnership Agreement or the limited liability company agreement of the General Partner, that directly or indirectly adversely affects the rights of the EIG Purchaser Representative or the EIG Purchaser to (i) designate the EIG Purchaser to the Board pursuant to Sections 1(a) and 1(b) of this Agreement (ii) vote its Election Units pursuant to Section 1(c) of this Agreement or (iii) seek indemnification pursuant to Section 3(a) of this Agreement.

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 any time after the date of any such termination, if the EIG PurchaserDesignated Director shall, 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. (b) At the time that the limited partners of the Partnership otherwise become entitled to vote in the election of directors 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 employee of a member of the 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 Competitor (as defined in the Partnership Agreement). If the General Partner will amend determines in its good faith and reasonable judgment that the Partnership Agreement EIG Designated Director does not meet one or more of the qualifications set forth in the immediately preceding sentence, the General Partner shall as soon as practicable (and, in any event, within five (5) Business Days of EIG exercising its Board Designation Right) deliver to EIG a written statement (a “Qualification Statement”) specifically describing the circumstances pursuant to which such EIG Designated Director did not meet such qualifications. The Board Designation Right shall be 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 “Partnership Agreement AmendmentDesignation Notice”) to provide that, ). If a Qualification Statement in addition to the director designation right in clause (a) above, if respect of the EIG Purchaser, its Affiliates and FS Energy own Election Units that comprise, in Designated Director is not delivered to EIG by the aggregate, more than 15% of General Partner within five (5) Business Days (the then-Outstanding Common Units (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“Qualification Deadline”) of the Partnership Agreement and all Warrants are exercised by net unit settlement based General Partner’s receipt of the applicable Designation Notice, then at 5:00 p.m. Central Time on the VWAP of Qualification Deadline, the Common Units for the entire fourth quarter of the prior fiscal year), then the EIG Purchaser Representative, acting on behalf appointment of the EIG PurchaserDesignated 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 without any further action by any Person. (c) During the Designation Period, the EIG Designated Director may be removed or replaced only (i) by EIG, at any time and for any reason or for no reason, in accordance with the terms of the Amended GP LLC Agreement and (ii) by a majority of the remaining directors voting at a meeting at which the EIG Director shall have the right to designate such number attend, for “cause” (as defined below). Any vacancy occurring by reason of persons the death, disability, resignation, removal or other cessation of a person serving as the EIG Designated Director shall be filled by EIG in accordance with Section 9.02 of the Amended GP LLC Agreement. As used herein, “cause” means that the EIG Designated Director (i) is prohibited from serving as a director under any rule or regulation of the Commission or any national securities exchange on which the Partnership’s Common Units are then-listed; (ii) while serving as the EIG Designated Director, is convicted by a court of competent jurisdiction of a felony; (iii) a court of competent jurisdiction has entered, a final, non-appealable judgment finding the EIG Designated Director liable for actual fraud or willful misconduct against the Partnership (including, for but not limited to, intentionally or willfully failing to observe the avoidance obligation of doubtconfidentiality contained in the Confidentiality Agreement (as defined below)); (iv) is determined by the Board, any acting as a majority at a meeting at which such EIG Designated Director designated under clause (a) above) shall have the right to serve on attend, to have acted intentionally or in bad faith in his or her capacity as the Board EIG Designated Director in a manner that results in the EIG Purchaser having board representation in the same proportion as the number of Election Units owned by the EIG Purchaser, its Affiliates and FS Energy bears a material detriment to the total number assets, business or prospects of then-Outstanding Common Units the General Partner or the Partnership (includingprovided, for the avoidance however, that no exercise of doubt, Common Units assuming that all rights by a holder of EIG Preferred Units are converted at the conversion price specified in Section 5.12(b)(vi)(A) of pursuant to the Partnership Agreement and all Warrants are exercised by net unit settlement based or voting as the EIG Designated Director solely in the interest of the Purchasers, or any effect on the VWAP Partnership as a result of the Common Units for foregoing, shall be deemed to result in a material detriment to the entire fourth quarter assets, business or property of the prior fiscal year and Partnership) or (v) is terminated, removed or resigns for any reason from his or her position, if any, with any fraction the member of a director designation right rounded to the nearest whole number, but not less than one); provided, such Partnership Agreement Amendment shall also provide that if the EIG Purchaser, its Affiliates Group at which the EIG Designated Director is then employed (and FS Energy’s ownership interest in the Partnership represented is not promptly thereafter employed by the Election Units is at any time less than 15% another member of the then-outstanding Common Units, then the director designation right set forth in this clause (b) shall terminate and any and all EIG Directors designated pursuant to this clause (b) shall immediately resign from the BoardGroup); provided, however, such that in no event will the participation of an EIG Designated Director in the exercise of rights by any holder of EIG Preferred Units under the Partnership Agreement Amendment shall also provide that at any time after the date of any such termination, if be deemed “cause”. While serving as the EIG Purchaser, its Affiliates and FS Energy’s ownership interest in the Partnership represented by the Election Units increases to above 15% then the director designation right set forth in this clause (b) shall be reinstated in all respects. (c) If at any time during which the EIG Purchaser Representative, acting on behalf of the EIG Purchaser, has the director designation right set forth in clause (b) above there is a vote of the Common Units (or other voting equity interests) for the election of directors (for the avoidance of doubt, without limiting the rights of EIG to designate directors pursuant to clause (a) or clause (b) above)Designated Director, the EIG PurchaserDesignated Director shall be entitled to attend all meetings of the Board (whether held in person or via electronic means) and to vote on all matters, its Affiliates including any matter on which independent members of the Board are entitled to vote (unless prohibited by the rules and FS Energy shall regulations of the Commission or any national securities exchange on which the Partnership’s Common Units are listed or admitted to trading), in each case solely to the extent members of the Board that are similarly situated to the EIG Designated Director are entitled to attend such meetings or vote their Election Units in on such matters. The EIG Designated Director will receive the same proportion as all information provided to any other similarly situated member of the Common Units Board, at the same time as such information is provided to such other member of the Board, as well as being provided with reasonable access to management of the General Partner, and shall be entitled to receive customary reimbursement of fees and expenses incurred in connection with his or her service as a member of the Board and/or any committee thereof consistent with the General Partner’s policies applicable to directors (or other voting equity interests) held by other Limited Partners are votedincluding independent directors). (d) None of EIG agrees, upon the Partnership’s request, to timely provide the Partnership Entities shall take any action, including but not limited to by way of amendment with accurate and complete information relating to the EIG Designated Director as may be required to be disclosed by the Partnership Agreement or under the limited liability company agreement Securities and Exchange Act of 1934, as amended, and the General Partner, rules and regulations promulgated thereunder; provided that directly or indirectly adversely affects any such disclosure shall be made available to EIG for its review and comment prior to any disclosure by the rights of Partnership related to the EIG Purchaser Representative or Designated Director, and the Partnership shall give good faith consideration to incorporating comments provided by EIG Purchaser to with respect thereto. (ie) designate the The initial EIG Purchaser to the Board pursuant to Sections 1(a) and 1(b) of this Agreement (ii) vote its Election Units pursuant to Section 1(c) of this Agreement or (iii) seek indemnification pursuant to Section 3(a) of this AgreementDesignated Director shall be Xxxxx Xxxxxx.

Board Designation Rights. (a) So On the Closing Date, the Investor shall cause up to four individuals designated by the Investor (in such capacity, each a “TW Director” and together with any other person designated to replace any such person in accordance with the terms of this Section 3, and including both TW Affiliated Directors and TW Non-Affiliated Directors, the “TW Directors”), as specified in Section 3(b)(i) below, to be elected by written consent or other written instrument delivered to the Company, as set forth in Exhibit A hereto. (b) For so long as the EIG Purchaserholders of Class B Common Stock are entitled, its Affiliates and FS Energy and Power fund (“FS Energy”) own (a) Preferred Unitsseparately as a series, (b) Common Units resulting from the conversion or redemption to elect directors pursuant to this Certificate 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), collectivelyDesignation, 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, Investor shall have the right to designate, subject to the consent Section 3(b)(ii), Persons to serve as such separately elected directors as follows: (i) In connection with each annual or special meeting of ETE if the limited partners shareholders of the Partnership Company at which directors are not entitled to vote in the election of directors of the General Partner, such consent not to be unreasonably withheld elected (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 each such annual 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 Agreementspecial meeting, an “EIG DirectorElection Meeting”): (A) and up to four TW Directors, until such time as (X) the General Partner and ETE (or its successor(s) as member(s) number 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% shares of the then-outstanding Common Units, Stock 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. (b) At the time that the limited partners of the Partnership otherwise become entitled to vote in the election of directors of the General Partner, the General Partner will amend the Partnership Agreement (the “Partnership Agreement Amendment”) to provide that, in addition issuable to the director designation right in clause (a) above, if the EIG Purchaser, its Affiliates and FS Energy own Election Units that comprise, in the aggregate, more than 15% of the then-Outstanding Common Units (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 VWAP Permitted Class B Owners upon redemption or exchange of the Common Units for Common Stock pursuant to the entire fourth quarter of Limited Partnership Agreement, plus (Y) the prior fiscal year), then the EIG Purchaser Representative, acting on behalf of the EIG Purchaser, shall have the right to designate such aggregate number of persons shares of Common Stock then held by the Permitted Class B Owners (includingsuch sum, for the avoidance “Total Class B Ownership”) continuously held is less than or equal to 32% of doubt, any EIG Director designated under clause (a1) above) to serve on the Board that results in the EIG Purchaser having board representation in the same proportion as the number of Election Units owned by the EIG Purchaser, its Affiliates and FS Energy bears shares of Common Stock then issuable to the total number of then-Outstanding Common Units (including, for the avoidance of doubt, Common Units assuming that all Preferred Units are converted 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 VWAP Permitted Class B Owners upon redemption or exchange of the Common Units for the entire fourth quarter of the prior fiscal year and with any fraction of a director designation right rounded Common Stock pursuant to the nearest whole numberLimited Partnership Agreement plus (2) the number of shares of Common Stock then outstanding (such sum, but not the “Total Shares”) (the “First Step Down Event”); (B) up to three TW Directors, until such time as the Total Class B Ownership continuously held is less than one); provided, such Partnership Agreement Amendment shall also provide that 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 1528% of the then-outstanding Common UnitsTotal Shares (the “Second Step Down Event”); (C) up to two TW Directors, then until such time as the director designation right set forth in this clause (b) shall terminate and any and all EIG Directors designated pursuant to this clause (b) shall immediately resign from the Board; provided, however, such Partnership Agreement Amendment shall also provide 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 15Total Class B Ownership continuously held is less than 20% then the director designation right set forth in this clause (b) shall be reinstated in all respects. (c) If at any time during which the EIG Purchaser Representative, acting on behalf of the EIG Purchaser, has Total Shares (the director designation right set forth in clause (b) above there is a vote of the Common Units (or other voting equity interests) for the election of directors (for the avoidance of doubt, without limiting the rights of EIG to designate directors pursuant to clause (a) or clause (b) above“Third Step Down Event”), the EIG Purchaser, its Affiliates and FS Energy shall vote their Election Units in the same proportion as all of the Common Units (or other voting equity interests) held by other Limited Partners are voted. (d) None of the Partnership Entities shall take any action, including but not limited to by way of amendment to the Partnership Agreement or the limited liability company agreement of the General Partner, that directly or indirectly adversely affects the rights of the EIG Purchaser Representative or the EIG Purchaser to (i) designate the EIG Purchaser to the Board pursuant to Sections 1(a) and 1(b) of this Agreement (ii) vote its Election Units pursuant to Section 1(c) of this Agreement or (iii) seek indemnification pursuant to Section 3(a) of this Agreement.; and

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 any time after the date of any such termination, if the EIG PurchaserDesignated Director shall, 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. (b) At the time that the limited partners of the Partnership otherwise become entitled to vote in the election of directors 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 employee of a member of the 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 Competitor (as defined in the Partnership Agreement). If the General Partner will amend determines in its good faith and reasonable judgment that the Partnership Agreement EIG Designated Director does not meet one or more of the qualifications set forth in the immediately preceding sentence, the General Partner shall as soon as practicable (and, in any event, within five (5) Business Days of EIG exercising its Board Designation Right) deliver to EIG a written statement (a “Qualification Statement”) specifically describing the circumstances pursuant to which such EIG Designated Director did not meet such qualifications. The Board Designation Right shall be 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 “Partnership Agreement AmendmentDesignation Notice”) to provide that, ). If a Qualification Statement in addition to the director designation right in clause (a) above, if the EIG Purchaser, its Affiliates and FS Energy own Election Units that comprise, in the aggregate, more than 15% of the then-Outstanding Common Units (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 VWAP of the Common Units for the entire fourth quarter of the prior fiscal year), then the EIG Purchaser Representative, acting on behalf respect of the EIG Purchaser, shall have the right Designated Director is not delivered to designate such number of persons (including, for the avoidance of doubt, any EIG Director designated under clause (a) above) to serve on the Board that results in the EIG Purchaser having board representation in the same proportion as the number of Election Units owned by the EIG Purchaser, its Affiliates and FS Energy bears to General Partner within five (5) Business Days (the total number of then-Outstanding Common Units (including, for the avoidance of doubt, Common Units assuming that all Preferred Units are converted at the conversion price specified in Section 5.12(b)(vi)(A“Qualification Deadline”) of the Partnership Agreement and all Warrants are exercised by net unit settlement based on the VWAP of the Common Units for the entire fourth quarter of the prior fiscal year and with any fraction of a director designation right rounded to the nearest whole number, but not less than one); provided, such Partnership Agreement Amendment shall also provide that 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 15% of the then-outstanding Common Units, then the director designation right set forth in this clause (b) shall terminate and any and all EIG Directors designated pursuant to this clause (b) shall immediately resign from the Board; provided, however, such Partnership Agreement Amendment shall also provide 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 15% then the director designation right set forth in this clause (b) shall be reinstated in all respects. (c) If at any time during which the EIG Purchaser Representative, acting on behalf of the EIG Purchaser, has the director designation right set forth in clause (b) above there is a vote of the Common Units (or other voting equity interests) for the election of directors (for the avoidance of doubt, without limiting the rights of EIG to designate directors pursuant to clause (a) or clause (b) above), the EIG Purchaser, its Affiliates and FS Energy shall vote their Election Units in the same proportion as all of the Common Units (or other voting equity interests) held by other Limited Partners are voted. (d) None of the Partnership Entities shall take any action, including but not limited to by way of amendment to the Partnership Agreement or the limited liability company agreement of the General Partner’s receipt of the applicable Designation Notice, that directly or indirectly adversely affects then at 5:00 p.m. Central Time on the rights Qualification Deadline, the appointment of the EIG Purchaser Representative or the Designated Director named in such Designation Notice shall immediately become effective and such EIG Purchaser Designated Director shall be deemed to (i) designate the EIG Purchaser to be a validly appointed member of the Board pursuant to Sections 1(a) and 1(b) of this Agreement (ii) vote its Election Units pursuant to Section 1(c) of this Agreement or (iii) seek indemnification pursuant to Section 3(a) of this Agreementwithout any further action by any Person.