Common use of Fundamental Change Clause in Contracts

Fundamental Change. (a) If, at any time, (i) EECI is removed as the general partner of Enbridge Partners pursuant to Section 13.2 (or equivalent provision) of the Seventh Amended and Restated Agreement of Limited Partnership of Enbridge Partners, as amended, or (ii) Enbridge Partners shall cease to directly or indirectly Control the Partnership generally and each Series (each, a “Fundamental Change”), then (x) the Managing General Partner of Series EA shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI EA Sub (or its designee) and (y) the Managing General Partner of Series ME shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI ME Sub (or its designee), in each case, to the fullest extent permitted under this Agreement and Delaware law, all of such Managing General Partner’s power and authority to manage and control the business and affairs of the applicable Series (such delegation being referred to herein as the “Maximum Permitted Delegation”), subject to termination only in the sole discretion of EECI EA Sub or EECI ME Sub, as applicable. Notwithstanding the delegation provided for in this Section 10.1(a), no Managing General Partner shall be deemed to have withdrawn as a General Partner of the Partnership generally or the applicable Series, and such Managing General Partner shall retain all of its Partnership Interests and Percentage Interests in the Partnership generally and the applicable Series (as the case may be), and none of the foregoing shall be deemed to have been assigned or transferred to EECI EA Sub or EECI ME Sub (or their designees), as applicable. (b) If all or a portion of the Maximum Permitted Delegation is determined to be invalid or unenforceable for any reason following a Fundamental Change, EECI, in its sole discretion, may elect to become the Managing General Partner of the Series EA and the Series ME by providing five Business Days’ prior written notice of such election to the Managing General Partner of the Partnership generally at any time (such election, the “Control Option”). Upon exercise of the Control Option: (i) the Limited Partner Interest of EECI EA Sub in the Series EA shall automatically convert into a General Partner Interest in the Series EA and the Limited Partner Interest of EECI ME Sub in the Series ME shall automatically convert into a General Partner Interest in the Series ME; (ii) EECI EA Sub shall automatically become the Managing General Partner of the Series EA and EECI ME Sub shall automatically become the Managing General Partner of the Series ME, in each case, with all rights, powers and obligations of the Managing General Partner of such Series as set forth in this Agreement; and (iii) all rights, powers and obligations of the existing Managing General Partner of the Series EA and Series ME (in its capacity as such) shall immediately terminate. The exercise of the Control Option pursuant to this Section 10.1(b) shall not affect (A) the status of any Managing General Partner of the Partnership generally or any Series (other than the Series EA or Series ME) or (B) the Percentage Interest of the Series EA Partners or the Series ME Partners. (c) In connection with the exercise of the Control Option pursuant to this Section 10.1, each of the Partners agrees to cooperate with respect to such matters and to execute such further assignments, releases, assumptions, amendments of this Agreement and the Certificate of Limited Partnership, notifications and other documents as may be reasonably requested by EECI, EECI EA Sub, EECI ME Sub or the Managing General Partner of the Series EA or Series ME, as applicable, for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by such provisions and the otherwise continued operations of the Partnership.

Fundamental Change. (a) If, at any time, (i) EECI is removed as the general partner of Enbridge Partners pursuant to Section 13.2 (or equivalent provision) of the Seventh Fourth Amended and Restated Agreement of Limited Partnership of Enbridge Partners, as amended, or (ii) Enbridge Partners shall cease to directly or indirectly Control control the Partnership generally and each Series (each, a “Fundamental Change”), then (x) the Managing General Partner of Series EA AC and each Managing General Partner of any Alberta Clipper Expansion Series shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI EA Sub (or its designee) and (y) the Managing General Partner of Series ME shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI ME Sub (or its designee), in each case, to the fullest extent permitted under this Agreement and Delaware law, all of such Managing General Partner’s power and authority to manage and control the business and affairs of the applicable Series (such delegation being referred to herein as the “Maximum Permitted Delegation”), subject to termination only in the sole discretion of EECI EA Sub or EECI ME Sub, as applicable. Notwithstanding the delegation provided for in this Section 10.1(a), no Managing General Partner shall be deemed to have withdrawn as a General Partner of the Partnership generally or the applicable Series, and such Managing General Partner shall retain all of its Partnership Interests and Percentage Interests in the Partnership generally and the applicable Series (as the case may be), and none of the foregoing shall be deemed to have been assigned or transferred to EECI EA Sub or EECI ME Sub (or their designeesits designee), as applicable. (b) If all or a portion of the Maximum Permitted Delegation is determined to be invalid or unenforceable for any reason following a Fundamental Change, EECI, in its sole discretion, may elect to become the Managing General Partner of the Series EA AC and the each Alberta Clipper Expansion Series ME by providing five Business Days’ prior written notice of such election to the Managing General Partner of the Partnership generally at any time (such election, the “Control Option”). Upon exercise of the Control Option: (i) the Limited Partner Interest of EECI EA Sub in the Series EA AC shall automatically convert into a General Partner Interest in the Series EA and the Limited Partner Interest of EECI ME Sub in the Series ME shall automatically convert into a General Partner Interest in the Series MEAC; (ii) EECI EA Sub shall be granted a General Partner Interest in each Alberta Clipper Expansion Series that shall have no economic rights with respect to such Series or otherwise; (iii) EECI Sub shall automatically become the Managing General Partner of the Series EA AC and EECI ME Sub shall automatically become the Managing General Partner of the Series ME, in each caseAlberta Clipper Expansion Series, with all rights, powers and obligations of the Managing General Partner of such Series as set forth in this Agreement; and (iiiiv) all rights, powers and obligations of the existing Managing General Partner of the Series EA AC and each Alberta Clipper Expansion Series ME (in its capacity as such) shall immediately terminate. The exercise of the Control Option pursuant to this Section 10.1(b) shall not affect (A) the status of any Managing General Partner of the Partnership generally or any Series (other than the Series EA AC or Series MEan Alberta Clipper Expansion Series) or (B) the Percentage Interest of the Series EA AC Partners or the Series ME PartnersPartners of any Alberta Clipper Expansion Series. (c) Following a Fundamental Change, in addition to the rights set forth in Section 9.8 and Section 10.1, EECI, in its sole discretion, may elect to cause the Series AC Assets and the right to operate the assets of each Alberta Clipper Expansion Series to be transferred to the New AC Entity by providing five Business Days’ prior written notice of such election to the Managing General Partner of the Partnership generally at any time (such election, the “Separation Option”). Upon exercise of the Separation Option, the Managing General Partner of the Partnership generally and each Series AC Partner shall (i) negotiate reasonably and in good faith in connection with a transfer of all Series AC Assets and Series AC Liabilities to the New AC Entity and (ii) use their best efforts to (A) effectuate such transfer and (B) allow the newly formed entity to own and operate the Series AC Assets and operate any Alberta Clipper Expansion Projects, including the transfer of all necessary permits, licenses and rights-of-way and the good faith negotiation and performance of any necessary service agreements between the New AC Entity and the Partnership. The Series AC Partners at the time of exercise of the Separation Option shall be the initial partners or members, as applicable, of the New AC Entity, and their relative percentage interest in the New AC Entity shall be proportionate to their Series AC Percentage Interest at the time of exercise of the Separation Option; provided, however, that EECI or its designee shall be the managing general partner, managing member or the equivalent thereof of the New AC Entity. All costs reasonably incurred by the Partnership in complying with this Section 10.1(c) shall be reimbursed by the Series AC. (d) In connection with the exercise of the Control Option or the Separation Option pursuant to this Section 10.1, each of the Partners agrees to cooperate with respect to such matters and to execute such further assignments, releases, assumptions, amendments of this Agreement and the Certificate of Limited Partnership, notifications and other documents as may be reasonably requested by EECI, EECI EA Sub, EECI ME Sub or the Managing General Partner of the Series EA or Series ME, as applicable, AC for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by such provisions and the otherwise continued operations of the Partnership.

Fundamental Change. (a) If, at any time, (i) EECI is removed as the general partner of Enbridge Partners pursuant to Section 13.2 (or equivalent provision) of the Seventh Fourth Amended and Restated Agreement of Limited Partnership of Enbridge Partners, as amended, or (ii) Enbridge Partners shall cease to directly or indirectly Control the Partnership generally and each Series (each, a “Fundamental Change”), then (x) the Managing General Partner of Series AC and each Managing General Partner of any Alberta Clipper Expansion Series shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI AC Sub (or its designee), (y) the Managing General Partner of Series EA shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI EA Sub (or its designee) and (yz) the Managing General Partner of Series ME shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI ME Sub (or its designee), in each case, to the fullest extent permitted under this Agreement and Delaware law, all of such Managing General Partner’s power and authority to manage and control the business and affairs of the applicable Series (such delegation being referred to herein as the “Maximum Permitted Delegation”), subject to termination only in the sole discretion of EECI AC Sub, EECI EA Sub or EECI ME Sub, as applicable. Notwithstanding the delegation provided for in this Section 10.1(a), no Managing General Partner shall be deemed to have withdrawn as a General Partner of the Partnership generally or the applicable Series, and such Managing General Partner shall retain all of its Partnership Interests and Percentage Interests in the Partnership generally and the applicable Series (as the case may be), and none of the foregoing shall be deemed to have been assigned or transferred to EECI AC Sub, EECI EA Sub or EECI ME Sub (or their designees), as applicable. (b) If all or a portion of the Maximum Permitted Delegation is determined to be invalid or unenforceable for any reason following a Fundamental Change, EECI, in its sole discretion, may elect to become the Managing General Partner of the Series EA and AC, the Series EA, the Series ME and each Alberta Clipper Expansion Series by providing five Business Days’ prior written notice of such election to the Managing General Partner of the Partnership generally at any time (such election, the “Control Option”). Upon exercise of the Control Option: (i) the Limited Partner Interest of EECI AC Sub in the Series AC shall automatically convert into a General Partner Interest in the Series AC, the Limited Partner Interest of EECI EA Sub in the Series EA shall automatically convert into a General Partner Interest in the Series EA and the Limited Partner Interest of EECI ME Sub in the Series ME shall automatically convert into a General Partner Interest in the Series ME; (ii) EECI AC Sub shall be granted a General Partner Interest in each Alberta Clipper Expansion Series that shall have no economic rights with respect to such Series or otherwise; (iii) EECI AC Sub shall automatically become the Managing General Partner of the Series AC and each Alberta Clipper Expansion Series, EECI EA Sub shall automatically become the Managing General Partner of the Series EA and EECI ME Sub shall automatically become the Managing General Partner of the Series ME, in each case, with all rights, powers and obligations of the Managing General Partner of such Series as set forth in this Agreement; and (iiiiv) all rights, powers and obligations of the existing Managing General Partner of the Series EA and AC, Series EA, Series ME and each Alberta Clipper Expansion Series (in its capacity as such) shall immediately terminate. The exercise of the Control Option pursuant to this Section 10.1(b) shall not affect (A) the status of any Managing General Partner of the Partnership generally or any Series (other than the Series EA AC, Series EA, Series ME or Series MEan Alberta Clipper Expansion Series) or (B) the Percentage Interest of the Series AC Partners, the Series EA Partners, the Series ME Partners or the Series ME PartnersPartners of any Alberta Clipper Expansion Series. (c) Following a Fundamental Change, in addition to the rights set forth in Section 9.8 and Section 10.1(b), EECI, in its sole discretion, may elect to cause the Series AC Assets and the right to operate the assets of each Alberta Clipper Expansion Series to be transferred to the New AC Entity by providing five Business Days’ prior written notice of such election to the Managing General Partner of the Partnership generally at any time (such election, the “Separation Option”). Upon exercise of the Separation Option, the Managing General Partner of the Partnership generally and each Series AC Partner shall (i) negotiate reasonably and in good faith in connection with a transfer of all Series AC Assets and Series AC Liabilities to the New AC Entity and (ii) use their best efforts to (A) effectuate such transfer and (B) allow the newly formed entity to own and operate the Series AC Assets and operate any Alberta Clipper Expansion Projects, including the transfer of all necessary permits, licenses and rights-of-way and the good faith negotiation and performance of any necessary service agreements between the New AC Entity and the Partnership. The Series AC Partners at the time of exercise of the Separation Option shall be the initial partners or members, as applicable, of the New AC Entity, and their relative percentage interest in the New AC Entity shall be proportionate to their Series AC Percentage Interest at the time of exercise of the Separation Option; provided, however, that EECI or its designee shall be the managing general partner, managing member or the equivalent thereof of the New AC Entity. All costs reasonably incurred by the Partnership in complying with this Section 10.1(c) shall be reimbursed by the Series AC. (d) In connection with the exercise of the Control Option and the Separation Option pursuant to this Section 10.1, each of the Partners agrees to cooperate with respect to such matters and to execute such further assignments, releases, assumptions, amendments of this Agreement and the Certificate of Limited Partnership, notifications and other documents as may be reasonably requested by EECI, EECI AC Sub, EECI EA Sub, EECI ME Sub or the Managing General Partner of the Series AC, Series EA or Series ME, as applicable, for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by such provisions and the otherwise continued operations of the Partnership.

Fundamental Change. (a) If, at any time, (i) EECI is removed as the general partner of Enbridge Partners pursuant to Section 13.2 (or equivalent provision) of the Seventh Fourth Amended and Restated Agreement of Limited Partnership of Enbridge Partners, as amended, or (ii) Enbridge Partners shall cease to directly or indirectly Control the Partnership generally and each Series (each, a “Fundamental Change”), then (x) the Managing General Partner of Series EA AC and each Managing General Partner of any Alberta Clipper Expansion Series shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI EA AC Sub (or its designee) and (y) the Managing General Partner of Series ME EA shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI ME EA Sub (or its designee), in each case, to the fullest extent permitted under this Agreement and Delaware law, all of such Managing General Partner’s power and authority to manage and control the business and affairs of the applicable Series (such delegation being referred to herein as the “Maximum Permitted Delegation”), subject to termination only in the sole discretion of EECI EA AC Sub or EECI ME EA Sub, as applicable. Notwithstanding the delegation provided for in this Section 10.1(a), no Managing General Partner shall be deemed to have withdrawn as a General Partner of the Partnership generally or the applicable Series, and such Managing General Partner shall retain all of its Partnership Interests and Percentage Interests in the Partnership generally and the applicable Series (as the case may be), and none of the foregoing shall be deemed to have been assigned or transferred to EECI EA AC Sub or EECI ME EECE EA Sub (or their designees), as applicable. (b) If all or a portion of the Maximum Permitted Delegation is determined to be invalid or unenforceable for any reason following a Fundamental Change, EECI, in its sole discretion, may elect to become the Managing General Partner of the Series AC, the Series EA and the each Alberta Clipper Expansion Series ME by providing five Business Days’ prior written notice of such election to the Managing General Partner of the Partnership generally at any time (such election, the “Control Option”). Upon exercise of the Control Option: (i) the Limited Partner Interest of EECI AC Sub in the Series AC shall automatically convert into a General Partner Interest in the Series AC and the Limited Partner Interest of EECI EA Sub in the Series EA shall automatically convert into a General Partner Interest in the Series EA and the Limited Partner Interest of EA; (ii) EECI ME AC Sub in the Series ME shall automatically convert into be granted a General Partner Interest in the each Alberta Clipper Expansion Series MEthat shall have no economic rights with respect to such Series or otherwise; (iiiii) EECI AC Sub shall automatically become the Managing General Partner of the Series AC and each Alberta Clipper Expansion Series, and EECI EA Sub shall automatically become the Managing General Partner of the Series EA and EECI ME Sub shall automatically become the Managing General Partner of the Series MEEA, in each case, with all rights, powers and obligations of the Managing General Partner of such Series as set forth in this Agreement; and (iiiiv) all rights, powers and obligations of the existing Managing General Partner of the Series AC, Series EA and each Alberta Clipper Expansion Series ME (in its capacity as such) shall immediately terminate. The exercise of the Control Option pursuant to this Section 10.1(b) shall not affect (A) the status of any Managing General Partner of the Partnership generally or any Series (other than the Series AC, Series EA or Series MEan Alberta Clipper Expansion Series) or (B) the Percentage Interest of the Series AC Partners, the Series EA Partners or the Series ME PartnersPartners of any Alberta Clipper Expansion Series. (c) Following a Fundamental Change, in addition to the rights set forth in Section 9.8 and Section 10.1(b), EECI, in its sole discretion, may elect to cause the Series AC Assets and the right to operate the assets of each Alberta Clipper Expansion Series to be transferred to the New AC Entity by providing five Business Days’ prior written notice of such election to the Managing General Partner of the Partnership generally at any time (such election, the “Separation Option”). Upon exercise of the Separation Option, the Managing General Partner of the Partnership generally and each Series AC Partner shall (i) negotiate reasonably and in good faith in connection with a transfer of all Series AC Assets and Series AC Liabilities to the New AC Entity and (ii) use their best efforts to (A) effectuate such transfer and (B) allow the newly formed entity to own and operate the Series AC Assets and operate any Alberta Clipper Expansion Projects, including the transfer of all necessary permits, licenses and rights-of-way and the good faith negotiation and performance of any necessary service agreements between the New AC Entity and the Partnership. The Series AC Partners at the time of exercise of the Separation Option shall be the initial partners or members, as applicable, of the New AC Entity, and their relative percentage interest in the New AC Entity shall be proportionate to their Series AC Percentage Interest at the time of exercise of the Separation Option; provided, however, that EECI or its designee shall be the managing general partner, managing member or the equivalent thereof of the New AC Entity. All costs reasonably incurred by the Partnership in complying with this Section 10.1(c) shall be reimbursed by the Series AC. (d) In connection with the exercise of the Control Option and the Separation Option pursuant to this Section 10.1, each of the Partners agrees to cooperate with respect to such matters and to execute such further assignments, releases, assumptions, amendments of this Agreement and the Certificate of Limited Partnership, notifications and other documents as may be reasonably requested by EECI, EECI EA AC Sub, EECI ME EA Sub or the Managing General Partner of the Series EA AC or Series MEEA, as applicable, for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by such provisions and the otherwise continued operations of the Partnership.

Fundamental Change. (a) If, at any time, (i) EECI is removed as the general partner of Enbridge Partners pursuant to Section 13.2 (or equivalent provision) of the Seventh Eighth Amended and Restated Agreement of Limited Partnership of Enbridge Partners, as amended, or (ii) Enbridge Partners shall cease to directly or indirectly Control the Partnership generally and each Series (each, a “Fundamental Change”), then (x) the Managing General Partner of Series EA shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI EA Sub (or its designee) and ), (y) the Managing General Partner of Series ME shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI ME Sub (or its designee)) and (z) the Managing General Partner of Series L3R shall, without any further action on its part, be deemed to have automatically and irrevocably delegated to EECI L3R Sub (or its designee) in each case, to the fullest extent permitted under this Agreement and Delaware law, all of such Managing General Partner’s power and authority to manage and control the business and affairs of the applicable Series (such delegation being referred to herein as the “Maximum Permitted Delegation”), subject to termination only in the sole discretion of EECI EA Sub, EECI ME Sub or EECI ME L3R Sub, as applicable. Notwithstanding the delegation provided for in this Section 10.1(a), no Managing General Partner shall be deemed to have withdrawn as a General Partner of the Partnership generally or the applicable Series, and such Managing General Partner shall retain all of its Partnership Interests and Percentage Interests in the Partnership generally and the applicable Series (as the case may be), and none of the foregoing shall be deemed to have been assigned or transferred to EECI EA Sub, EECI ME Sub or EECI ME L3R Sub (or their designees), as applicable. (b) If all or a portion of the Maximum Permitted Delegation is determined to be invalid or unenforceable for any reason following a Fundamental Change, EECI, in its sole discretion, may elect to become the Managing General Partner of the Series EA EA, the Series ME and the Series ME L3R by providing five Business Days’ prior written notice of such election to the Managing General Partner of the Partnership generally at any time (such election, the “Control Option”). Upon exercise of the Control Option: (i) the Limited Partner Interest of EECI EA Sub in the Series EA shall automatically convert into a General Partner Interest in the Series EA and EA, the Limited Partner Interest of EECI ME Sub in the Series ME shall automatically convert into a General Partner Interest in the Series MEME and the Limited Partner Interest of EECI L3R Sub in the Series L3R shall automatically convert into a General Partner Interest in the Series L3R; (ii) EECI EA Sub shall automatically become the Managing General Partner of the Series EA and EA, EECI ME Sub shall automatically become the Managing General Partner of the Series ME, ME and EECI L3R Sub shall automatically become the Managing General Partner of the Series L3R in each case, with all rights, powers and obligations of the Managing General Partner of such Series as set forth in this Agreement; and (iii) all rights, powers and obligations of the existing Managing General Partner of the Series EA and EA, Series ME and the Series L3R (in its capacity as such) shall immediately terminate. The exercise of the Control Option pursuant to this Section 10.1(b) shall not affect (A) the status of any Managing General Partner of the Partnership generally or any Series (other than the Series EA EA, Series ME or the Series MEL3R) or (B) the Percentage Interest of the Series EA Partners, the Series ME Partners or the Series ME Partners.L3R. (c) In connection with the exercise of the Control Option pursuant to this Section 10.1, each of the Partners agrees to cooperate with respect to such matters and to execute such further assignments, releases, assumptions, amendments of this Agreement and the Certificate of Limited Partnership, notifications and other documents as may be reasonably requested by EECI, EECI EA Sub, EECI ME Sub, EECI L3R Sub or the Managing General Partner of the Series EA EA, Series ME or Series MEL3R, as applicable, for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by such provisions and the otherwise continued operations of the Partnership.