Common use of Committees of Directors Clause in Contracts

Committees of Directors. (a) The Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each committee to consist of one (1) or more of the Directors. In the event of the disqualification, resignation or removal of a committee member, the Board may appoint another member of the Board to fill such vacancy. Any such committee, to the extent provided in the Board’s resolution, shall have and may exercise all the powers and authority of the Board in the management of the Company’s business and affairs subject to any limitations contained herein or in the Act. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. (b) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (a) The Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each committee to consist of one (1) or more of the Directors. In the event of the disqualification, resignation or removal of a committee member, the Board may appoint another member of the Board to fill such vacancy. Any such committee, to the extent provided in the Board’s resolution, shall have and may exercise all the powers and authority of the Board in the management of the Company’s business and affairs subject to any limitations contained herein or in the Act. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep (or include as a part of the Board’s minutes) regular minutes of its meetings and report the same to the Board when required. (b) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. The Board (a) The Boardshall designate an Override Unit Committee, which shall be comprised of (x) for as long as each of GSCP and Kxxxx, as the case may be, has the right to designate at least one Director pursuant to Section 4.1(b), one GSCP Director and one Kxxxx Director and (y) thereafter, such number of persons as may be designated by the Board and (b) may, by unanimous resolution passed by a majority of all Directors present (which majority must include at least one GSCP Director and voting at a duly constituted meeting least one Kxxxx Director), designate one or more additional committees. Such resolution shall specify the duties, quorum requirements and qualifications of the members of such additional committees, each such committee to consist of such number of Directors as the Board or by unanimous written consentmay fix from time to time. Notwithstanding anything to the contrary in this Section 4.5, each committee designated hereunder shall, for so long as GSCP continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount, include at least one GSCP Director and, for so long as Kxxxx continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount, include at least one Kxxxx Director. The Board may designate one or more committeesDirectors as alternate members of any committee, each committee to consist of one (1) who may replace any absent or more disqualified member at any meeting of the Directorscommittee. In the event of the disqualification, resignation absence or removal disqualification of a committee membermember of a committee, the Board member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to fill act at the meeting in the place of any such vacancyabsent or disqualified member. Any such committee, to the extent provided in the resolution of the Board’s resolution, shall have and may exercise all the powers and authority of the Board in the management of the Company’s business and affairs subject to any limitations contained herein or in of the ActCompany. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. (b) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (a) The Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one (1) or more committees, each committee to consist of one (1) or more of the Directors. In the event of the disqualification, resignation or removal of a committee member, the Board may appoint another member of the Board to fill such vacancy. Any such committee, to the extent provided in the Board’s resolution, shall have and may exercise all the powers and authority of the Board in the management of the Company’s business and affairs subject to any limitations contained herein or in the Act. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. (b) In addition to any other committees established by the Board pursuant to Section 6.6(a5.5(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Independent Directors, each of whom shall meet the requirements set forth in the PAGP MLP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP MLP submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a5.5(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i5.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (a) The Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting Board may establish committees of the Board or by unanimous written consent, may designate one or more committees, each committee to consist of one (1) or more of the Directors. In the event of the disqualification, resignation or removal of a committee member, the Board may appoint another member of the Board to fill such vacancy. Any such committee, to the extent provided in the Board’s resolution, shall have and may exercise all the powers and authority of the Board in the management of the Company’s business and affairs subject to any limitations contained herein or in the Act. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes delegate certain of its meetings and report the same responsibilities to the Board when requiredsuch committees. (b) In addition to any other committees established by the The Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed have an audit committee comprised of at least two Directorsthree Directors (the “Audit Committee”), each all of whom shall meet the requirements set forth in the PAGP Partnership Agreementbe Independent Directors. The Conflicts Such Audit Committee shall be responsible for establish a written audit committee charter in accordance with the rules of the New York Stock Exchange, Inc. (A) approving or disapprovingthe “NYSE”), as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign amended from time to time or as may be specified in a specific delegation to the Conflicts Committeetime. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the The Board shall maintain an “Audit Committee,” which shall be composed have a Conflicts Committee comprised of at least three Directors, all of whom shall be Independent Directors. Such Conflicts Committee shall act in accordance with the provisions of the MLP Partnership Agreement. Any matter approved by the Conflicts Committee in the manner provided for in the MLP Partnership Agreement shall be conclusively deemed to be fair and reasonable to the General Partner and to the MLP, and not a breach by the Company of any fiduciary or other duties owed to the General Partner or to the MLP by the Company. (d) The Board shall have a compensation committee comprised of at least three Directors (the “Compensation Committee”). The Compensation Committee shall be charged with setting compensation for officers of the Company, as well as administering any incentive plans put in place by the Company. (e) A majority of any committee may determine its action and fix the time and place of its meetings unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 7.3. The Board shall have the power at all timesany time to fill vacancies in, to change the membership of, or to dissolve any such committee, subject to Section 6.1(a)(i)Adena’s rights under the Investor Rights Agreement. The Audit Committee Nothing herein shall be responsible for such matters as deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not Directors; provided, however, that no such committee shall have or may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by exercise any authority of the Board.

Committees of Directors. (a) The Board, by unanimous resolution Board of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each committee to shall consist of one (1) or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the Directorscommittee. In the event of the disqualification, resignation or removal If a member of a committee membershall be absent from any meeting, or disqualified from voting thereat, the Board may remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to fill act at the meeting in the place of such vacancyabsent or disqualified member. Any such committee, to the extent provided in the Board’s resolutionresolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the Company’s business and affairs subject of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the Class A stockholders, any limitations contained herein action or in matter expressly required by the ActDelaware General Corporation Law to be submitted to such stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the BoardBoard of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. (b) In addition to any other committees established by . Unless otherwise specified in the Board pursuant resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to Section 6.6(ameetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board mayof Directors apply, as necessarywell, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board committees and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committeetheir members. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (a) Section 1. The Board of Directors may, by resolution passed by a majority of the whole Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each committee to consist consisting of one (1) two or more directors of the Directorscorporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the event of the disqualification, resignation absence or removal disqualification of a committee membermember of a committee, the Board member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to fill act at the meeting in the place of any such vacancyabsent or disqualified member. Section 2. Any such Except as provided below, any committee, to the extent provided in the Board’s resolutionresolutions of the Board of Directors and in these Bylaws, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the Company’s business and affairs subject of the corporation, and may authorize the seal of the corporation to any limitations contained herein be affixed to all papers that may require it. No committee, however, shall have the power or in authority to amend the ActCertificate of Incorporation; to adopt an agreement of merger or consolidation; to recommend to the stockholders the sale, lease, exchange or other disposition of all or substantially all of the corporation's property and assets; to recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution; or to amend these Bylaws; further, unless a resolution of the Board of Directors, these Bylaws or the Certificate of Incorporation expressly so provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger. Section 3. Such A committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the BoardBoard of Directors. Section 4. Each committee shall keep regular minutes of its meetings and report shall file them with the same to minutes of the proceedings of the Board of Directors when required. (b) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (a) The Board, by unanimous resolution Board of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each such committee to consist of one (1) or more of the Directorsdirectors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the event of the disqualification, resignation absence or removal disqualification of a committee membermember of a committee, the Board member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to fill act at the meeting in the place of any such vacancyabsent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the Board’s resolutionresolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the Company’s business and affairs subject to any limitations contained herein or in the Act. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. (b) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Companycorporation, PAGP and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or AAP submitted authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such Conflicts Committee committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and (B) performing repeal rules for the conduct of its business. In the absence of such other functions rules each committee shall conduct its business in the same manner as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board of Directors conducts its business pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed Article II of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Boardthese bylaws.

Committees of Directors. (a) The Board may, by resolution, designate one or more committees of the Board, by unanimous which resolution shall specify the duties, members and quorum requirements of all Directors present and voting at such committee, each such committee to consist of one or more of the Directors, provided that the Consenting CERA Principal shall be entitled to be a duly constituted meeting member of any committee of the Board having substantially the same powers as the Board or by unanimous written consent, the Executive Committee that has a member who is not an Independent Nominee. The Board may designate one or more committeesDirectors as alternate members of any committee, each committee to consist of one (1) who may replace any absent or more disqualified member at any meeting of the Directorscommittee. In the event of the disqualification, resignation absence or removal disqualification of a committee membermember or alternate member of a committee, the Board member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to fill act at the meeting in the place of any such vacancyabsent or disqualified member. Any such committee, to the extent provided in the resolution of the Board’s resolution, shall have and may exercise all the powers and authority of the Board in the management of the Company’s property, business and affairs subject of the Company, but no such committee shall have the power or authority to take any limitations contained herein action hereunder requiring (i) a vote greater than a majority of Directors present as set forth in Section 5.4 or in (ii) the Act35 42 consent or approval of the Consenting CERA Principal or any one or more of the Fund IV Nominees, or authorizing any distribution by the Company to Members. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. (b) In addition to any other committees established by The Board shall have a committee of the Board pursuant to Section 6.6(adesignated as the Executive Committee, which shall consist of the Chairman, the Consenting CERA Principal, the CEO Nominee (if any), the MCM Nominee (if any) and such other Directors as may be designated by the Board. During the intervals between meetings of the Board, the Executive Committee shall have and may exercise all the powers and authority of the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapprovingmanagement of the property, as the case may be, any matters regarding the business and affairs of the Company, PAGP except that the Executive Committee shall not have the power or AAP submitted authority to such Conflicts Committee take any action hereunder requiring (i) a vote greater than a majority of Directors present as set forth in Section 5.4 or (ii) the consent or approval of the Consenting CERA Principal or any one or more of the Fund IV Nominees listed in Section 5.1(b)(iv) or authorizing any distribution by the Board and (B) performing such other functions as the Board may assign from time Company to time or as may be specified in a specific delegation to the Conflicts CommitteeMembers. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (a) The Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each committee to consist of one (1) or more of the Directors. In the event of the disqualification, resignation or removal of a committee member, the Board may appoint another member of the Board to fill such vacancy. Any such committee, to the extent provided in the Board’s resolution, shall have and may exercise all the powers and authority of the Board in the management of the Company’s business and affairs subject to any limitations contained herein or in the Act. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. (b) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP AMGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP Company or AAP the Partnership submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (ai) The Board may, by resolution passed by a majority of the whole Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each committee to consist of one (1) or more of the Directors. In the event Directors of the disqualificationCompany. The Board may designate one or more Directors as alternate members of any committee, resignation who may replace any absent or removal disqualified member at any meeting of a committee memberthe committee. Notwithstanding the foregoing, the Board shall establish a standing committee (the “Nominating Committee”), a majority of whose members shall, at all times, be Independent Directors, whose purpose shall be (A) to nominate and appoint, and to fill vacancies on the Board in respect of, the Independent Directors, including the Special Independent Directors, of the Company, and (B) to nominate and appoint, and to fill vacancies on the board of directors of Oncor Electric Delivery in respect of, the independent directors, including the special independent directors, of Oncor Electric Delivery. The members of the Nominating Committee as of the date hereof are listed on Schedule F hereto. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to fill act at the meeting in the place of any such vacancy. absent or disqualified member. (iii) Any such committee, to the extent provided in the Board’s resolutionresolution of the Board designating such committee, and subject to, in all cases, Sections 10(i) and 11, shall have and may exercise all the powers and authority of the Board in the management of the Company’s business and affairs subject to any limitations contained herein or of the Company specified in the Actresolution of the Board designating such committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. (b) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (a) The Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each committee to consist of one (1) or more of the Directors. In the event of the disqualification, resignation or removal of a committee member, the Board may appoint another member of the Board to fill such vacancy. Any such committee, to the extent provided in the Board’s resolution, shall have and may exercise all the powers and authority of the Board in the management of the Company’s business and affairs subject to any limitations contained herein or in the Act. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. (b) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Independent Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (ai) The Board may, by resolution passed by a majority of the whole Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each committee to consist of one (1) or more of the Directors. In the event Directors of the disqualificationCompany. The Board may designate one or more Directors as alternate members of any committee, resignation who may replace any absent or removal disqualified member at any meeting of a committee memberthe committee. Notwithstanding the foregoing, the Board shall establish a standing committee (the “Nominating Committee”), a majority of whose members shall, at all times, be Independent Directors, whose purpose shall be (A) to nominate and appoint, and to fill vacancies on the Board in respect of, the Independent Directors, including the Special Independent Directors, of the Company, and (B) to nominate and appoint, and to fill vacancies on the board of directors of Oncor Electric Delivery in respect of, the independent directors, including the special independent directors, of Oncor Electric Delivery. The initial Directors designated by the Member as members of the Nominating Committee are listed on Schedule F hereto. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to fill act at the meeting in the place of any such vacancy. absent or disqualified member. (iii) Any such committee, to the extent provided in the Board’s resolutionresolution of the Board designating such committee, and subject to, in all cases, Sections 10(i) and 11, shall have and may exercise all the powers and authority of the Board in the management of the Company’s business and affairs subject to any limitations contained herein or of the Company specified in the Actresolution of the Board designating such committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. (b) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (a) The Board, by unanimous resolution Board of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each committee to consist of one (1) or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the Directorscommittee. In the event of the disqualification, resignation or removal If a member of a committee membershall be absent from any meeting, or disqualified from voting thereat, the Board may remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to fill act at the meeting in the place of such vacancyabsent or disqualified member. Any such committee, to the extent provided in the Board’s resolutionresolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the Company’s business and affairs subject of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any limitations contained herein action or in matter (other than the Actelection or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the BoardBoard of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. (b) In addition to any other committees established by . Unless otherwise specified in the Board pursuant resolution appointing the Committee, all provisions of the DGCL and these Bylaws relating to Section 6.6(ameetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board mayof Directors apply, as necessarywell, convene to such committees and their members. Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee, a “Conflicts Committee,” which shall be composed of at least two Directorscommittee may create one or more subcommittees, each subcommittee to consist of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving one or disapproving, as the case may be, any matters regarding the business and affairs more members of the Companycommittee, PAGP and delegate to a subcommittee any or AAP submitted to such Conflicts Committee by all of the Board powers and (B) performing such other functions as authority of the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committeecommittee. (c) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board.

Committees of Directors. (a) The Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting of the Board or by unanimous written consent, may designate one or more committees, each committee to consist of one (1) or more of the Directorsdirectors of the Corporation and shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the event of the disqualification, resignation absence or removal disqualification of a committee membermember of a committee, the Board member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to fill act at the meeting in the place of any such vacancyabsent or disqualified member. Any such committee, to the extent provided in the Board’s resolutionresolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the Company’s business and affairs subject of the Corporation, and may authorize the seal of the Corporation to any limitations contained herein or in the Actbe affixed to all papers that may require it. Such However, no such committee or committees shall have such name the power or names as may be determined from time authority to time by resolution adopted (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the BoardDGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.required by the resolution designating such committee. Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (bi) In addition to any other committees established Section 3.6 (Place of Meetings; Meetings by the Telephone); (ii) Section 3.7 (Regular Meetings); (iii) Section 3.8 (Special Meetings; Notice); (iv) Section 3.10 (Board pursuant to Action without a Meeting); and (v) Section 6.6(a7.13 (Waiver of Notice), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth with such changes in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible context of those bylaws as are necessary to substitute the committee and its members for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board and its members. However: (Bi) performing such other functions as the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; (ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and (iii) the Board may assign from time adopt rules for the governance of any committee to time or as may be specified in a specific delegation override the provisions that would otherwise apply to the Conflicts Committee. (c) In addition to any other committees established by the Board committee pursuant to this Section 6.6(a)4.2, provided that such rules do not violate the Board shall maintain an “Audit Committee,” which shall be composed provisions of at least three Independent Directors at all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as the Board may assign from time to time Certificate of Incorporation or as may be specified in a written charter for the Audit Committee adopted by the Boardapplicable law.