Common use of Committees Clause in Contracts

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law. (b) The Board shall have an audit committee (the “Audit Committee”) composed of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (d) A majority of any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law. (b) The Board shall have an audit committee (the “Audit Committee”) composed comprised of Directors directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any fiduciary or other duties owed by the Board or any Director to the Company or the Members. (d) A majority of any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Lawapplicable law. (b) The Board shall have an audit committee (the “Audit Committee”) composed comprised of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one at least two Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardDirectors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (d) A majority of any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Lawapplicable law. (b) The Board shall have an audit committee (the “Audit Committee”) composed comprised of at least three Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one at least two Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardDirectors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the MembersSole Member. (d) A majority of any committee, present in person or participating in accordance with Section 7.75.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 7.55.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committeesresponsibilities, except as otherwise prohibited by Applicable Law, to such committees. As of the date hereof, there are no committees other than the Conflicts Committee, the Executive Committee and the Audit Committee. Any additional committees of the Board created after the date hereof shall include at least one Investor CQP Director and one Cheniere CQP Director. (b) The Board shall have an audit committee (the “Audit Committee”) composed consisting of three (3) Independent CQP Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established selected by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”)Board. The Such Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to timeNYSE MKT, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish shall have a Conflicts CommitteeCommittee consisting of three (3) or more Directors selected by the Board that satisfy the criteria set forth in the definition of Conflicts Committee in the Partnership Agreement; provided, however, that if a vacancy thereon exists, the Conflicts Committee may continue to act by action of such remaining two (2) members. The During the Investor Approval Period, the Directors serving on the Conflicts Committee shall be composed consist solely of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardCQP Directors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding If requested by any duty otherwise existing at law Investor CQP Director or in equityCheniere CQP Director, any matter approved by the Conflicts Committee shall review and recommend to a Dispute Resolution Committee whether the Conflicts Committee believes that there has been a breach of an agreement between the Partnership Group, on the one hand, and either CEI and its Affiliates (other than any member of the Partnership Group) or the Purchaser and its Affiliates (other than any member of the Partnership Group), on the other hand, and if there is a recommendation that there has been such a breach, the Dispute Resolution Committee shall consider what actions, if any, to be taken with respect thereto, and (subject to Section 6.15) shall be empowered to cause the members of the Partnership Group to take any such actions. (d) The Board may elect to have a compensation committee (the “Compensation Committee”) comprised of three (3) Independent CQP Directors selected by the Board. Such Compensation Committee shall establish a written compensation committee charter in accordance with the provisionsapplicable rules of NYSE MKT, and subject as amended from time to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Memberstime. (de) A majority of any committee, present in person or participating in accordance with Section 7.76.05, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require and the affirmative vote of at least a majority of the committee members at present shall be necessary for the adoption by it of any meeting at which resolution, unless the affirmative vote of a quorum majority of the members of any such committee is presentrequired by Applicable Law or otherwise; provided, however, that the affirmative vote of four out of five of the members of the Executive Committee shall be necessary for the adoption by such committee of any resolution. (ef) 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 7.514.02. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. (g) Any committee designed pursuant to this Section 6.08 shall choose its own chairman and keep regular minutes of its proceedings and report the same to the Board when requested. (h) The Board may designate one or more Directors as alternate members of any committee (other than the Executive Committee) who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Conflicts Committee must be appointed pursuant to Section 6.08(c); provided, further, that any such designated alternate of the Audit Committee or Compensation Committee or Conflicts Committee must meet the standards for an Independent Director. Nothing herein shall be deemed to prevent the Board from establishing 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 exercise any authority of the Board. (i) At all times until it is dissolved in accordance with this Section 6.08(i), the Board shall have an executive committee (the “Executive Committee”) consisting of five (5)

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Lawapplicable law. (b) The Board shall have an audit committee (the “Audit Committee”) composed which shall be comprised of Directors at least one independent director by the effective date of the Partnership’s Registration Statement on Form S-1, Registration No. 333-187595 (the “Registration Statement”), at least two independent directors within 90 days of the effective date of Partnership’s Registration Statement, and at least three independent directors within one year of the effective date of the Registration Statement who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one at least two Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardDirectors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the MembersSole Member. (d) A majority of any committee, present in person or participating in accordance with Section 7.75.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 7.55.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Lawapplicable law. (b) The Board shall have an audit committee (the “Audit Committee”) composed which shall be comprised of Directors at least one independent director by the effective date of the Partnership’s Registration Statement on Form S-1, Registration No. 333-202258 (the “Registration Statement”), at least two independent directors within 90 days of the effective date of Partnership’s Registration Statement, and at least three independent directors within one year of the effective date of the Registration Statement who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units Class A Shares are listed (each, an “Audit Committee Independent Director”)listed. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units Class A Shares are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units Class A Shares are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one at least two Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardDirectors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the MembersSole Member. (d) A majority of any committee, present in person or participating in accordance with Section 7.75.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 7.55.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (ai) The Board may establish committees of the Board and may delegate any of its responsibilities responsibilities, except as otherwise prohibited by applicable law, to such committees; provided, that except for the Conflicts Committee, the Audit Committee or as prohibited otherwise required by Applicable Lawapplicable law, the rules and regulations of the Commission, the New York Stock Exchange or any other National Securities Exchange on which any Equity Interests in the Partnership are listed, the Board shall appoint Directors to such committees. (bii) The Board shall have an audit committee (the “Audit Committee”) composed comprised of Directors directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange National Securities Exchange on which any Equity Interests in the Common Units Partnership are listed (each, an “Audit Committee Independent Director”)listed. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange other National Securities Exchange on which any Equity Interests in the Common Units Partnership are listed from time to timeand the Commission, in each case as amended from time to time. (iii) The Board shall have a Conflicts Committee (the “Conflicts Committee”) composed entirely of two (2) or more Independent Directors. (iv) The Board may have a compensation committee (the “Compensation Committee”). Each member The Compensation Committee may be charged with such matters pertaining to the compensation of Directors, Officers and other personnel of the Audit Committee shall satisfy Company, the rules review, approval and regulations administration of any employee compensation, benefit or incentive plan of the Commission and the New York Stock Exchange Company or any national securities exchange on which Partnership Group Company, and such other related matters as may be directed by the Common Units are listed Board from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (dv) A majority of any committee, present in person or participating in accordance with Section 7.75.5, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (evi) 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 committee member reasonably in advance of the committee in the manner provided for in Section 7.5meeting. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Lawapplicable law. (b) The Board shall have an audit committee (the “Audit Committee”) composed which shall be comprised of Directors at least three independent directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units Class A Shares are listed (each, an “Audit Committee Independent Director”)listed. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units Class A Shares are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units Class A Shares are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one at least two Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardDirectors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the MembersSole Member. (d) A majority of any committee, present in person or participating in accordance with Section 7.75.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 7.55.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law. (b) The Board shall have an audit committee (the “Audit Committee”) composed comprised of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”)listed. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any provision of this Agreement, the Partnership Agreement or any Group Member Agreement or any duty (including any fiduciary duty) otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties duty owed by the Board or any Director to the Company or the Members. (d) A majority of the Directors constituting any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership AgreementLaw, all decisions of a any committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is presentDirectors constituting such committee. (e) A majority of To the extent permitted by Applicable Law, any committee may determine its act without a meeting and without prior notice so long as a majority of the Directors constituting such committee shall have executed a written consent with respect to any action and taken in lieu of a meeting. (f) A committee may 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 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board of Directors may establish committees of the Board of Directors and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Lawapplicable law. (b) The On or before the Listing Date, the Board of Directors shall have an audit committee (the “Audit Committee”) composed comprised of Directors who meet the independence standards required of directors who serve on at least three Directors. At least one such Director shall be an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”)Director as of the Listing Date; at least two such Directors shall be Audit Committee Independent Directors within 90 days of the Listing Date; and at least three such Directors shall be Audit Committee Independent Directors within one year of the Listing Date. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York NASDAQ Stock Exchange Market LLC or any national securities exchange on which the Common Units Class A Shares are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York NASDAQ Stock Exchange Market LLC or any national securities exchange on which the Common Units Class A Shares are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. Without limiting Article V of the Management Services Agreement (including the ability of the Service Provider to replace such Person), any person providing internal audit services pursuant to a Management Services Agreement shall report directly to the Audit Committee. (c) The Board of Directors may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one at least two Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardDirectors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board of Directors or any Director to the Company or the MembersSole Member. (d) The Board of Directors shall establish a committee of the Board of Directors consisting of two Sponsor Directors, one from each Sponsor, if applicable (the “Project Operations Committee”). Unless otherwise prescribed by the Board of Directors or delegated to the officers of the Company, the Board of Directors delegates to the Project Operations Committee all power and authority to make the decisions and to perform the duties reserved to the Project Operations Committee in this Agreement. Any action of the Project Operations Committee shall require the consent of both Sponsor Directors appointed to the Project Operations Committee. If both Sponsor Directors do not unanimously agree on any matter before the Project Operations Committee after having met in an attempt to resolve such disagreement, either such Sponsor Director may refer the matter to the Board of Directors for decision. (e) Unless a committee is required to only have Independent Directors in accordance with the rules and regulations of the Commission and the NASDAQ Stock Market LLC or any national securities exchange on which the Class A Shares are listed from time to time, (i) unless the Sole Member otherwise determines, each committee shall comprise at least two Sponsor Directors, at least one of which shall be an FS Director and one of which shall be an SP Director, provided that the Sole Member has designated at least one of each of such Sponsor Directors, and (ii) for any committee comprising at least one SP Director and one FS Director, as long as one SP Director and one FS Director are present, a majority of any committee, present in person or participating in accordance with Section 7.75.8, shall constitute a quorum for the transaction of business of such committee. Notwithstanding the foregoing, with respect to committees which have at least one SP Director and one FS Director, in the event that (i) no SP Director is present at a committee meeting duly noticed in accordance with Section 5.6, then a quorum for the next meeting of such committee duly noticed in accordance with Section 5.6 shall not require an SP Director to be present and (ii) no FS Director is present at a committee meeting duly noticed in accordance with Section 5.6, then a quorum for the next meeting of such committee duly noticed in accordance with Section 5.6 shall not require an FS Director to be present, but in each case only to the extent the agenda is unchanged for such next meeting. In the event that a committee does not include at least one SP Director and one FS Director, a majority of such committee, present in person or participating in accordance with Section 5.8, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (ef) A majority of any committee may determine its action and fix the time and place of its meetings unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 7.55.6. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Lawapplicable law. (b) The Board shall have an audit committee (the “Audit Committee”) composed comprised of Directors who at least three directors, at least one of whom shall meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”) by the effective date of the Partnership’s Registration Statement on Form S-1 (Registration No. 333-189838) (the “Registration Statement”), a majority of whom shall be Audit Committee Independent Directors within 90 days of the effective date of the Registration Statement, and all of whom shall be Audit Committee Independent Directors within one year of the effective date of the Registration Statement. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one establish a written committee charter (the “Conflicts Committee Independent Director at any time where there is only one Charter”). The Conflicts Committee Independent Director on the Board and shall be composed of at least two or more Directors who meet the requirements set forth in the Conflicts Committee Independent Directors if there is more than one Charter and in the definition of “Conflicts Committee Independent Director on Committee” in the BoardPartnership Agreement. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, the approval of any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitationslimitations of, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the MembersSole Member. (d) A majority of any committee, present in person or participating in accordance with Section 7.75.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 7.55.5. Notice may be waived in the manner provided for in Section 5.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law. The membership and chairs of each committee shall be appointed by the Board. The Board shall also make all determinations regarding committee membership qualifications. (b) The Board shall have an audit committee (Subject to the “Audit Committee”) composed phase-in requirements of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (eachfrom time to time, the Board shall have an “audit committee comprised exclusively of Audit Committee Independent DirectorDirectors (the “Audit Committee”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish shall have a Conflicts Committee. The Conflicts Committee shall be composed comprised exclusively of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardDirectors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any provision of this Agreement, the Partnership Agreement or any Group Member Agreement or any duty (including any fiduciary duty) otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties duty owed by the Board or any Director to the Company or the Members. (d) A majority of the Directors constituting any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership AgreementLaw, all decisions of a any committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is presentDirectors constituting such committee. (e) A majority of To the extent permitted by Applicable Law, any committee may determine its act without a meeting and without prior notice so long as a majority of the Directors constituting such committee shall have executed a written consent or consented by electronic transmission with respect to any action and taken in lieu of a meeting. (f) A committee may 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 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish may, by resolution passed by a majority of the whole Board, designate two or more of their number (each, a “Committee Member”) to constitute committees (each, a “Committee”) of the Board to hold office at the pleasure of the Board. Any person ceasing to be a Director shall ipso facto cease to be a Committee Member of each Committee of which they were a Committee Member. Each Committee Member shall serve until such Committee Member resigns or is otherwise removed in accordance with the provisions of this Agreement. A majority of the Committee Members of a Committee shall constitute a quorum. The affirmative vote of a majority of the Committee Members present at any meeting at which a quorum is present shall be the act of such Committee. The Committee Members of a Committee shall act only as a Committee, and the individual Committee Members thereof shall not have any powers as such. A Committee may delegate any of its responsibilities to act on such committees, except matters as prohibited authorized by Applicable Lawthe Board. (b) The Board shall have an audit committee (the “Audit Committee”) composed comprised of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange National Securities Exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”)or admitted for trading. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange National Securities Exchange on which the Common Units are listed from time to time, in each case as amended from time to timeor admitted for trading. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange National Securities Exchange on which the Common Units are listed from time to time, in each case as amended from time to time, or admitted for trading pertaining to qualification for service on an audit committee. An “Independent Director” shall mean a Director so satisfying such rules and regulations. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (d) A majority of any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law. (b) The Board shall have an audit committee (the “Audit Committee”) composed of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (eachlisted, an “Audit Committee Independent Director”)subject to the applicable phase-in provisions of such exchange. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one two or more Directors, each of which will be Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardDirectors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board Board, any Director, the Sole Member, any Officer or any Director other Person to the Company or the MembersSole Member or any other Person bound by this Agreement. (d) A majority of any committee, present in person or participating in accordance with Section 7.76.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise permitted by Section 6.6 or required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 to, and may be waived by, each member of the committee in the manner provided for in Section 7.56.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish of Directors may, by resolution from time to time, designate one (1) or more committees of the Board, with each committee to consist of one (1) or more Directors of the Company. Members of each Board committee shall be selected by the Board of Directors from time to time; provided that, for so long as there shall be a Class B Majority Shareholder, such Class B Majority Shareholder shall have the sole right to designate a number of members of each such Board committee as shall equal the Class B Majority Shareholder Percentage of the total number of Directors comprising such committee, rounded up to the nearest whole number of Directors; provided, that each such committee member designated by the Class B Majority Shareholder shall be an individual then serving as a Designated Director. Notwithstanding the foregoing, each member of a committee must be a Director meeting the requirements for membership on such committee, if any, imposed by applicable Law and may delegate any rule, regulation, guideline or requirement of its responsibilities to such committees, except as prohibited by Applicable Lawany National Securities Exchange on which Shares are listed for trading. (b) The Board of Directors may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee; provided that, for so long as there shall be a Class B Majority Shareholder, such Class B Majority Shareholder shall have an audit the sole right to designate any such alternate committee (member to replace any Designated Director that is a member of such committee in the “Audit Committee”) composed event such Designated Director is absent or disqualified at any meeting of such committee. Subject to applicable Law and any rule, regulation, guideline or requirement of any National Securities Exchange on which Shares are listed for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors who meet (or the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934Class B Majority Shareholder, as amendedapplicable), of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and the rules and regulations of the Commission thereunder and by the New York Stock Exchange not disqualified from voting, whether or any national securities exchange on which the Common Units are listed (eachnot such member or members constitute a quorum, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each may unanimously appoint another qualified member of the Audit Committee shall satisfy Board of Directors to act at the rules and regulations meeting in the place of the Commission and the New York Stock Exchange any absent or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committeedisqualified member. (c) The No Designated Director serving on a committee of the Board mayof Directors may be removed from such committee other than by the Class B Majority Shareholder. In the event of such removal, from time to timeor any resignation, establish of a Conflicts Committee. The Conflicts Committee Designated Director serving on a committee of the Board of Directors, the resulting vacancy on such committee shall be composed of one Conflicts Committee Independent Director at any time where there is filled only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed designation by the Board or any Class B Majority Shareholder of a Designated Director to the Company or the Membersfill such vacancy. (d) A majority of any Any committee, present to the extent permitted by applicable Law and provided in person or participating in accordance with Section 7.7the resolution establishing such committee, shall constitute a quorum for have and may exercise all the transaction powers and authority of the Board of Directors in the management of the business and affairs of the Company. Subject to any requirements or procedures set forth in the resolution of the Board of Directors establishing such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions matters arising at any meeting of a committee shall require the affirmative vote of at least be determined by a majority of the votes of the committee members at any meeting at which present and voting; provided, that in the event of a quorum is present. (e) A majority tie vote, the chairman of any such committee shall be entitled to cast the deciding vote. Each committee may determine its action meet and fix the time adjourn as it determines, and place shall keep regular minutes of its meetings unless and proceedings and report the same to the Board shall otherwise provideof Directors when required. Notice Notwithstanding anything to the contrary contained in this Article V, the resolution of the Board of Directors establishing any committee of the Board of Directors or the charter of any such committee may establish requirements or procedures relating to the governance or operation of such meetings committee that are different from, or in addition to, those set forth in this Agreement and, to the extent that there is any inconsistency between this Agreement and any such resolution or charter, the terms of such resolution or charter shall be given to each member of the committee in the manner provided for in Section 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committeecontrolling.

Committees. (a) The Board may establish committees of Directors may, by resolution passed by a majority of the whole Board and may delegate any of its responsibilities to such Directors, designate one or more committees, except as prohibited by Applicable Law. (b) each committee to consist of one or more of the directors of the Corporation. The Board shall have an audit committee (the “Audit Committee”) composed of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of may designate one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (d) A majority directors as alternate members of any committee, present in person who may replace any absent or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members disqualified member at any meeting at which of the committee. In the absence or disqualification of a quorum is present. (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 committee, and in the manner absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent permitted by law and to the extent provided for in Section 7.5the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation (if any) to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or such director by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve of any such committeecommittee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairperson and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Article IV as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law. The membership and chairs of each committee shall be appointed by the Board. The Board shall also make all determinations regarding committee membership qualifications. (b) The Board shall have an audit committee (Subject to the “Audit Committee”) composed phase-in requirements of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (eachfrom time to time, the Board shall have an “audit committee comprised exclusively of Audit Committee Independent DirectorDirectors (the “Audit Committee”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish shall have a Conflicts Committee. The Conflicts Committee shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed comprised exclusively of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardDirectors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any provision of this Agreement, the Partnership Agreement or any Group Member Agreement or any duty (including any fiduciary duty) otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties duty owed by the Board or any Director to the Company or the Members. (d) A majority of the Directors constituting any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership AgreementLaw, all decisions of a any committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is presentDirectors constituting such committee. (e) A majority of To the extent permitted by Applicable Law, any committee may determine its act without a meeting and without prior notice so long as a majority of the Directors constituting such committee shall have executed a written consent with respect to any action and taken in lieu of a meeting. (f) A committee may 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 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committeesresponsibilities, except as otherwise prohibited by Applicable Law, to such committees. As of the date hereof, there are no committees other than the Conflicts Committee, the Executive Committee and the Audit Committee. Any additional committees of the Board created after the date hereof shall include at least one Investor CQP Director and one Cheniere CQP Director. (b) The Board shall have an audit committee (the “Audit Committee”) composed consisting of three (3) Independent CQP Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established selected by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”)Board. The Such Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to timeAMEX, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish shall have a Conflicts CommitteeCommittee consisting of three (3) or more Directors selected by the Board that satisfy the criteria set forth in the definition of Conflicts Committee in the Partnership Agreement; provided, however, that if a vacancy thereon exists, the Conflicts Committee may continue to act by action of such remaining two (2) members. The During the Investor Approval Period, the Directors serving on the Conflicts Committee shall be composed consist solely of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardCQP Directors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding If requested by any duty otherwise existing at law Investor CQP Director or in equityCheniere CQP Director, any matter approved by the Conflicts Committee shall review and recommend to a Dispute Resolution Committee whether the Conflicts Committee believes that there has been a breach of an agreement between the Partnership Group, on the one hand, and either CEI and its Affiliates (other than any member of the Partnership Group) or the Purchaser and its Affiliates (other than any member of the Partnership Group), on the other hand, and if there is a recommendation that there has been such a breach, the Dispute Resolution Committee shall consider what actions, if any, to be taken with respect thereto, and (subject to Section 6.15) shall be empowered to cause the members of the Partnership Group to take any such actions. (d) The Board may elect to have a compensation committee (the “Compensation Committee”) comprised of three (3) Independent CQP Directors selected by the Board. Such Compensation Committee shall establish a written compensation committee charter in accordance with the provisionsapplicable rules of AMEX, and subject as amended from time to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Memberstime. (de) A majority of any committee, present in person or participating in accordance with Section 7.76.05, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require and the affirmative vote of at least a majority of the committee members at present shall be necessary for the adoption by it of any meeting at which resolution, unless the affirmative vote of a quorum majority of the members of any such committee is presentrequired by Applicable Law or otherwise; provided, however, that the affirmative vote of four out of five of the members of the Executive Committee shall be necessary for the adoption by such committee of any resolution. (ef) 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 7.514.02. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. (g) Any committee designed pursuant to this Section 6.08 shall choose its own chairman and keep regular minutes of its proceedings and report the same to the Board when requested. (h) The Board may designate one or more Directors as alternate members of any committee (other than the Executive Committee) who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the Conflicts Committee must be appointed pursuant to Section 6.08(c); provided, further, that any such designated alternate of the Audit Committee or Compensation Committee or Conflicts Committee must meet the standards for an Independent Director. Nothing herein shall be deemed to prevent the Board from establishing 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 exercise any authority of the Board. (i) At all times until it is dissolved in accordance with this Section 6.08(i), the Board shall have an executive committee (the “Executive Committee”) consisting of five (5)

Committees. (a) The Board may establish committees of From and after the Closing and until the Potential Delisting Date, the Board and shall at all times maintain such committees as may delegate any of its responsibilities to such committees, except as prohibited be required by Applicable Law. (b) The Board shall have an audit committee (the “Audit Committee”) composed of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member applicable rules and listing standards of the Stock Exchange, including an audit committee consisting of at least three (3) members, all of which members satisfy the Independence Standards (the “Independent Audit Committee”). (b) If the Company ceases to be an SEC Reporting Company prior to the Final Sunset Date, then from the Potential Delisting Date through the Final Sunset Date, the Board shall have a disinterested audit committee (the “Disinterested Audit Committee”) comprised of at least three directors with (i) at least one (1) member that satisfies the Independence Standards (the “DAC Independent Director”) and (ii) all remaining members qualifying as Disinterested Directors. For the avoidance of any doubt, the obligations to maintain a Disinterested Audit Committee shall satisfy apply even if the Company is not required to maintain a Disinterested Audit Committee pursuant to the rules and regulations of the Commission or the applicable rules and listing standards of the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committeeExchange. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Independent Audit Committee shall be composed of one Conflicts Committee and the DAC Independent Director shall have the authority, at any such time where there is only one Conflicts Committee Independent Director as it chooses to do so, to interview, select and retain, at the Company’s expense and on behalf of the Board of Directors, the Independent Audit Committee or the Disinterested Audit Committee, such investment bankers, financial advisors, attorneys, accountants or other advisors as it may deem appropriate, and shall be composed to establish the terms of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on engagement of each such advisor, including in connection with the Board. The Conflicts Committee shall function in the manner approval of any transaction described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the MembersSection 2.03. (d) A majority Promptly following the Closing, the Company will create a transaction committee comprised of any committeedirectors and members of senior management of the Company (the “Transaction Committee”). The Transaction Committee shall propose, present in person or participating in accordance with Section 7.7, shall constitute a quorum consider and evaluate potential strategic transactions for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is presentCompany that increase shareholder value. (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 7.5. The Board shall have power at take or cause to be taken all lawful action necessary or appropriate to ensure that none of the Charter or Bylaws contain any time provisions inconsistent with this Agreement or which would in any way nullify or impair the terms of this Agreement or the rights of the Company or of the SP Investors hereunder. The Charter and Bylaws shall not be amended prior to fill vacancies inthe Final Sunset Date in any manner inconsistent with this Agreement or which would in any way nullify or impair the terms of this Agreement or the rights of the Company or of the SP Investors hereunder without the prior approval of the Independent Audit Committee or Disinterested Audit Committee, to change the membership of, or to dissolve any such committeeas applicable.

Committees. (ai) The Member or the Board may establish committees designate one or more committees, each committee to consist of one or more Managers. The Member or the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law. (b) The Board shall have an audit committee (the “Audit Committee”) composed of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of designate one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (d) A majority Managers as alternate members of any committee, present in person who may replace any absent or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business disqualified member at any meeting of such committee. Except as otherwise required by Applicable Law Any such committee, to the extent provided in the authorization of the Member or the Partnership Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all instruments that may require it; but no such committee shall have the power or authority to amend the Certificates, adopt an agreement of merger, combination or consolidation, recommend to the Member the sale, lease or exchange of all or substantially all of the Company's property and assets, recommend to the Member a dissolution of the Company, or amend this Agreement, all decisions of a and, unless the authorization expressly so provides, no such committee shall require have the affirmative vote power or authority to authorize a distribution, to authorize the issuance of at least ownership or membership interests in the Company or to adopt a majority certificate of merger. Such committee or committees shall have such name or names as may be determined from time to time by the Member or the Board. Unless otherwise specifically determined by the Member or the Board, the provisions of this Agreement that govern meetings, actions without meetings, notice and waiver of notice, and quorum and voting requirements of the committee members at any meeting at which a quorum is presentBoard, shall also apply to meetings of committees and their members. (eii) A majority The Member hereby establishes an executive committee of any committee the Board (the "Executive Committee"); such Executive Committee shall have and may determine its action exercise all the powers and fix authority of the time Board except as otherwise provided in this Agreement, and place may authorize the seal of the Company to be affixed to all instruments that may require it. The Executive Committee shall keep minutes of its meetings unless and a record of its actions and report the same to the Board when so requested. The Member, Board or Executive Committee shall otherwise provide. Notice of such meetings shall be given to each member designate a chairman of the committee in Executive Committee and may establish rules of procedure for the manner provided for in Section 7.5conduct of its business. The Board shall have power at any time to fill vacancies in, to change names of the membership of, or to dissolve any such committeeinitial members of the Executive Committee and the chairman thereof are set forth on Exhibit B attached hereto.

Committees. (a) The Executive Board shall designate such committees as may establish be required, each of which shall consist of one Executive Board Member, members of District Council and others as deemed appropriate by the Executive Board. Said committees shall have and shall exercise such authority as is extended to it by the body establishing said committee, provided, however, that designation of such committees and the, delegation thereto of authority shall not operate to relieve the Board and may delegate Executive Board, or any individual member of its responsibilities to any responsibility imposed upon it or him by law. The membership of such committees, except as prohibited by Applicable Law. (b) The Board shall have an audit committee (the “Audit Committee”) composed term of Directors who meet offices for members thereof, the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amendedmanner in which vacancies are to be filled, and the establishment of operating procedures for said committees, shall be as established by resolution adopted by the. Executive Board, provided, however, each committee may adopt rules for its own government not inconsistent with this agreement or with any resolution adopted by the Executive Board. The District or Executive Board has the right to appoint ex officio members as deemed necessary. SECTION 1: The Executive Board may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and regulations on behalf of the Commission thereunder District, and such authority may be general or confined to specific instances. SECTION 2: No loans shall be contracted on behalf of the District and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Board and approved by the New York Stock Exchange District Council. Such authority may be general or any national securities exchange on which confined to specific instances. SECTION 3: All checks, drafts or other orders for the Common Units are listed (eachpayment of money, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter notes or other evidence of indebtedness issued in accordance with the rules and regulations name of the Commission District, shall be signed by such officer or officers, agent or agents of the District and the New York Stock Exchange or any national securities exchange on which the Common Units are listed in such manner as shall from time to time, in each case as amended from time to time. Each member be determined by resolution of the Audit Committee Executive Board. In the absence of such determination by the Executive Board, such instruments shall satisfy be signed by the rules Chairman and regulations countersigned by the Treasurer of the Commission and District or a commissioner of the New York Stock Exchange or any national securities exchange treasurer's county on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committeeboard. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee SECTION 4: All funds of the District shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject deposited as received to the limitations, Credit of the Partnership AgreementDistrict in such bank, shall not be deemed trust companies or other depositories as the Executive Board may select provided that such institution certify in writing that it has sufficient funds reserved to be a breach of any duties owed by secure the Board or any Director to the Company or the Members. (d) A majority of any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority deposits of the committee members at any meeting at which a quorum is presentDistrict. (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 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of Directors may, by resolution adopted by a majority of the entire Board and may delegate any of its responsibilities to such Directors, designate one or more committees, except as prohibited by Applicable Law. (b) The Board Each committee shall have an audit committee (the “Audit Committee”) composed consist of one or more Directors who meet the independence standards required of directors who serve on an audit committee of appointed by resolution adopted by a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations majority of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”)entire Board of Directors. The Audit Committee shall establish a written audit number of committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange members may be increased or any national securities exchange on which the Common Units are listed decreased from time to time, in each case as amended from time to timeby resolution adopted by a majority of the entire Board of Directors. Each committee member shall serve as such, until the earliest of (i) the Audit Committee shall satisfy the rules and regulations expiration of the Commission and the New York Stock Exchange his or any national securities exchange on which the Common Units are listed from time to timeher term as Director, in each case (ii) his or her resignation as amended from time to timea committee member or as a Director, pertaining to qualification for service on an audit committeeor (iii) his or her removal as a committee member or as a Director. (c) The Board mayEach committee, from time to timethe extent expressly provided in the resolution establishing such committee, establish a Conflicts Committee. The Conflicts Committee shall be composed have and may exercise all of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the authority of the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in management of the Partnership business and property of the Company except to the extent expressly restricted by this Agreement. Notwithstanding any duty otherwise existing at law the immediately preceding sentence, no committee may have the power or authority of the Board of Directors in equityreference to the following matters: (i) approving or adopting, or recommending to the Shareholders, any action or matter approved (other than the election or removal of Directors) that would be expressly required by the Conflicts Committee in accordance with the provisions, and subject DGCL to be submitted to the limitations, of Shareholders for their approval (assuming that the Partnership Agreement, shall not be deemed to be Company were a breach of any duties owed corporation governed by the Board DGCL and that the Shareholders were stockholders of such a corporation) or any Director (ii) except with respect to amendments contemplated by Section 14.5, adopting, amending or repealing the Company or the Membersprovisions of this Agreement. (d) A majority of any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 7.5. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee. (e) The Board of Directors may designate one or more Directors as alternate members of any committee. Any such alternate member may replace any absent or disqualified member at any meeting of the committee. If no alternate committee members have been so appointed to dissolve a committee or each such alternate committee member is absent or disqualified, the member or members of such committee 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 act at the meeting in the place of any such absent or disqualified member. (f) Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof. (g) Special meetings of any committee may be held whenever called by any committee member. The committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least two days before such special meeting. Notices to committee members may be given in writing and delivered personally or mailed to the committee members at their addresses appearing on the Company’s books, by telecopier, by telephone or by other means of Electronic Transmission. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting. (h) At meetings of any committee, a majority of the number of members designated by the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of a committee, unless the act of a greater number is required by this Agreement. (i) Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the Board of Directors upon the request of the Board of Directors. The minutes of the proceedings of each committee shall be delivered to the Secretary of the Company for placement in the minute books of the Company. (j) Committee members may, by resolution of the Board of Directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary. (k) The designation of any committee and the delegation of authority to it shall not operate to relieve the Board of Directors or any Director of any responsibility imposed upon the Board or such director by law.

Committees. Subject to applicable laws and stock exchange regulations, each of Tema and KLRE Sponsor shall have the right to have a representative appointed to serve on each committee of the Board of Directors other than the audit committee for so long as such Sponsor has the right to designate at least one (a1) director for election to the Board of Directors. The Board may establish Sponsors and the Company shall take all Necessary Action to cause the initial composition of certain committees of the Board of Directors to be agreed between KLRE Sponsor, the Company and may delegate any Tema prior to the Closing, subject to the prior written consent of Anchorage; provided, however, that Anchorage shall be deemed to have consented if it has not provided written notice of objection within five (5) days of its responsibilities to being provided notice of the proposed composition of such committees. Subject to applicable laws and stock exchange regulations and applicable listing requirements, except each Sponsor and Anchorage shall also have the right to have one of the directors such Sponsor or Anchorage designates for nomination under this Agreement appointed as an observer (a “Board Observer”) to any committee of the Board of Directors to which such Sponsor or Anchorage (i) does not elect to have one of the directors such Sponsor designates for nomination under this Agreement serve as a member or (ii) is prohibited by Applicable Law. (b) The Board shall have an audit committee (the “Audit Committee”) composed of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and applicable laws or stock exchange regulations or applicable listing requirements from having one of the Commission thereunder and by the New York Stock Exchange directors such Sponsor or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish Anchorage designates for nomination under this Agreement serve as a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to timemember, in each case for so long as amended from time such Sponsor or Anchorage has the right to timedesignate at least one director for nomination under this Agreement. Each member Any committee of the Audit Committee shall satisfy the rules and regulations Board of the Commission and the New York Stock Exchange Directors may exclude a Board Observer from access to any committee materials or any national securities exchange on which the Common Units are listed from time to timeinformation or meeting or portion thereof or written consent if such committee determines, in each case as amended from time good faith, that such access would reasonable be expected to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish result in a Conflicts Committee. The Conflicts Committee conflict of interest with the Company; provided that such exclusion shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject limited to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (d) A majority of any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority portion of the committee members at materials or information or meeting or written consent that is the basis for such exclusion and shall not extend to any meeting at which a quorum is present. (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 portion of the committee in the manner provided for in Section 7.5. The Board shall have power at any time material or information or meeting or written consent that does not involve or pertain to fill vacancies in, to change the membership of, or to dissolve any such committeeexclusion.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law. (b) The Board shall have an audit committee (the “Audit Committee”) composed of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange NYSE American or any national securities exchange on which the Class A Common Units are listed (eachlisted, an “Audit Committee Independent Director”)subject to the applicable phase-in provisions of such exchange. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange NYSE American or any national securities exchange on which the Class A Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange NYSE American or any national securities exchange on which the Class A Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one two or more Directors, each of which will be Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the BoardDirectors. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed by the Board Board, any Director, any Officer or any Director other Person to the Company or the Membersany Member or any other Person bound by this Agreement. (d) A majority of any committee, present in person or participating in accordance with Section 7.76.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise permitted by Section 6.6 or required by Applicable Law or the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is present. (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 to, and may be waived by, each member of the committee in the manner provided for in Section 7.56.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law. (b) The Board shall have an audit committee (the “Audit Committee”) composed comprised of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder thereunder, and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”)listed. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any provision of this Agreement, the Partnership Agreement or any Group Member Agreement or any duty (including any fiduciary duty) otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties duty owed by the Board or any Director to the Company or the Members. (d) A majority of the Directors constituting any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or the Partnership AgreementLaw, all decisions of a any committee shall require the affirmative vote of at least a majority of the committee members at any meeting at which a quorum is presentDirectors constituting such committee. (e) A majority of To the extent permitted by Applicable Law, any committee may determine its act without a meeting and without prior notice so long as a majority of the Directors constituting such committee shall have executed a written consent with respect to any action and taken in lieu of a meeting. (f) A committee may 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 7.5. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Committees. (a) The Advisory Board may establish appoint any committees from time to time as it may by Majority Approval approve, which as of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law. (b) The Board shall have Effective Time includes an audit committee (the “Audit Committee”) composed of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended), and may include additional committees as the rules and regulations of Advisory Board determines (such committees, collectively with the Commission thereunder and by Audit Committee, the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent DirectorCommittees”). The Audit Committee Committees shall establish a written audit have duly adopted charters, which may be amended by the Advisory Board. Each such committee charter in accordance with the rules and regulations shall consist of such members of the Commission and Advisory Board as the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended Advisory Board shall determine from time to time. Each Any member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange a committee may be removed, or any national securities exchange on which the Common Units are listed from authority granted thereto may be revoked, at any time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committeeany or no reason by Majority Approval. (ci) The Board mayAny such Committee, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function extent provided in the manner described approving resolution of the Advisory Board, shall, subject in all events to Section 6.5, have and may exercise all the powers and authority of the Advisory Board in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, management of the Partnership Agreementbusiness and affairs of the Partnership. Unless the Advisory Board provides otherwise, shall not be deemed to be at all meetings of such Committee, a breach of any duties owed by the Board or any Director to the Company or the Members. (d) A majority of any committee, present in person or participating in accordance with Section 7.7, the then authorized members of the Committee shall constitute a quorum for the transaction of business of such committee. Except as otherwise required by Applicable Law or business, and the Partnership Agreement, all decisions of a committee shall require the affirmative vote of at least a majority of the members of the committee members present at any meeting at which there is a quorum is presentshall be the act of the committee. (eii) A majority of any committee may determine its action and fix the time and place Each Committee shall keep regular minutes of its meetings unless and, except as otherwise provided in the resolutions of the Advisory Board shall establishing such committee, will report the same to the Advisory Board as requested by the Advisory Board or as otherwise providerequired. (iii) Unless the Advisory Board otherwise provides, each Committee designated by the Advisory Board may make, alter and repeal rules for the conduct of its business. Notice In the absence of such meetings shall be given rules each committee will conduct its business in the same manner as the Advisory Board conducts its business under this Agreement. (iv) Each Partner, for so long as it has the right to each appoint a member of the committee Advisory Board pursuant to Subsection 6.4(a), may designate one person to attend as a non-voting observer each meeting of any Committee of which an Advisory Board member appointed by such Partner is not a member. Such observer shall not be a member of such Committee and shall not have any voting or consent rights to which members of such Committee are entitled. Such observer shall be entitled to receive all materials and information distributed to the members of such Committee (in such capacity); provided that that the General Partner may exclude any such observers from any portion of any meeting of such Committee, or deny access to any information or portions thereof provided to members of such Committee, if the General Partner reasonably determines that the participation of such observer, or access to the applicable information, could reasonably be expected to result in a waiver of the attorney-client privilege (based on the advice of the Partnership’s counsel) with respect to any matters to be discussed or any matters included in the manner provided for information to be distributed. Each such observer shall have the same obligation to keep confidential any information furnished to it in Section 7.5connection with its role as an observer as members of the Advisory Board have in regard to such information. 8. The first paragraph of Subsection 6.5(c) is amended in its entirety and replaced with the following: “Subject to Subsection 6.4(h), the General Partner shall not have the authority to do any of the following without the prior approval of at least five (5) PTLC Board shall have power at any time to fill vacancies inMembers, to change the membership ofPAG Board Member and the Mitsui Board Member, or to dissolve any such committee.obtained in accordance with Subsections 6.4(b) and 6.4(c) (“Unanimous Approval”):” 9. The first paragraph of Subsection 6.5(d) is amended in its entirety and replaced with the following:

Committees. (a) The Board may establish committees designate one or more committees, each committee to consist of one or more of the directors of the Corporation with such lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. 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 absence or disqualification of a member of a committee, the member or members of the committee 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 act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to the provisions of law, shall have and may delegate exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than election or removal of its responsibilities directors) expressly required by the DGCL to such committees, except as prohibited by Applicable Law. be submitted to stockholders for approval or (b) The adopting, amending or repealing any provision of these Bylaws. Each such committee shall keep minutes and make such reports as the Board shall have an audit committee (the “Audit Committee”) composed of Directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed may from time to time, in each case time request. Except as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee. (c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty may otherwise existing at law or in equitydetermine, any matter approved by committee may make rules for the Conflicts Committee in accordance with the provisionsconduct of its business, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any duties owed but unless otherwise provided by the Board or any Director to in such rules, its business shall be conducted as nearly as possible in the Company or the Members. (d) A majority of any committee, present same manner as is provided in person or participating in accordance with Section 7.7, shall constitute a quorum these Bylaws for the transaction of business of such committeeBoard. Except as otherwise required by Applicable Law provided in the Certificate of Incorporation, these Bylaws, or the Partnership Agreementresolution of the Board designating the committee, all decisions of a committee shall require the affirmative vote may create one or more subcommittees, each subcommittee to consist of at least a majority one or more members of the committee members at committee, and delegate to a subcommittee any meeting at which a quorum is present. (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 or all of the committee in powers and authority of the manner provided for in Section 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.