Common use of No Series A Senior Securities; Series A Parity Securities Clause in Contracts

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote of the Record Holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent of the holders of Voting Eligible Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A)), the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 of Series A Parity Securities and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units for the twenty (20) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Common Units (including as outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then applicable conversion rate, as applicable, and (iii) any Series A Parity Equivalent Units), and (2) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 is then outstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E), the Partnership may, without any vote of the holders of Voting Eligible Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A)), create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the The Partnership shall not, without the affirmative vote consent of a majority of the Record Holders of the Outstanding Series A Required Voting PercentagePreferred Units, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent or vote of any of the Outstanding Series A Preferred Unitholders (but without prejudice to their rights under Section 5.11(b)(iii)(A)), the Partnership may issue after the Series A Initial Issuance Date additional Series A Preferred Units or Series A Parity Securities if, when and to the same extent that NEE Partners may issue corresponding NEE Partners Series A Preferred Units or NEE Partners Series A Parity Securities under the NEE Partners Partnership Agreement. NEE Partners shall not issue any additional NEE Partners Series A Preferred Units or NEE Partners Series A Parity Securities unless NEE Partners contributes the cash proceeds or other consideration received from the issuance of such additional NEE Partners Series A Preferred Units or NEE Partners Series A Parity Securities to the Partnership in exchange for an equivalent number of Series A Preferred Units or Series A Parity Securities, as applicable. In the event that NEE Partners issues any additional NEE Partners Series A Preferred Units or NEE Partners Series A Parity Securities and contributes the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue, and shall issue, a number of Series A Preferred Units or Series A Parity Securities, as applicable, equal to the number of NEE Partners Series A Preferred Units or NEE Partners Series A Parity Securities so issued without any further act, approval or vote of any Partner or any other Persons. Subject to Section 5.11(b)(vi)(E), the Partnership may, without any consent or vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.11(b)(iii)(A)), the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 of Series A Parity Securities and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common PIK Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided contemplated by (ii) the volume-weighted average price of the Common Units for the twenty (20) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Common Units (including as outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial this Agreement or then applicable conversion rate, as applicable, and (iii) any Series A Parity Equivalent Units), and (2) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 is then outstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E), the Partnership may, without any vote of the holders of Voting Eligible Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A)), create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote consent of the Record Holders holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent or vote of the holders of Voting Eligible any Series A Preferred Units Unitholder (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), the Partnership may issue after the Series A Initial Issuance Date (1) at any time in Series A Preferred Units pursuant to the aggregateSeries A Purchase Agreement, (2) up to the greater of (a) an aggregate issue price of $500,000,000 1 billion of Series A Parity Securities Securities, and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred UnitsUnits contemplated by the Series A Purchase Agreement, in each case on an “as if” as- converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units Average VWAP for the twenty thirty (2030) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than fifteen percent (15% %) of all outstanding Outstanding Common Units and Special Voting Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then then- applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then then-applicable conversion rate, as applicable, and (iii) any Common Units issuable in respect of any outstanding warrants or options issued by the Partnership, (iv) any Series A Parity Equivalent UnitsUnits and (v) any Common Units that would otherwise be excluded by operation of the definition of the term “Outstanding”), and (23) if the Series A Purchase Agreement Purchasers and their then-Affiliates hold a number of Series A Preferred Units purchased under the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units) having an aggregate Series A Issue Price of less than $500,000,000 is or equal to thirty-three and one-third percent (33-1/3%) of the aggregate Series A Issue Price of all Series A Preferred Units purchased pursuant to the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units), then outstanding, such number of Series A Parity Securities as determined by the General PartnerBoard of Directors, in its sole discretion, at any time on and after the first time that the Series A Purchase Agreement Purchasers’ and their Affiliates’ holdings are below such threshold; provided that following a Series A Purchaser Change of Control with respect to a Series A Purchase Agreement Purchaser, any Series A Preferred Units held by such Series A Purchase Agreement Purchaser and its Affiliates shall not be considered held by a Series A Purchaser Agreement Purchaser and its then-Affiliates for purposes of the determination under the foregoing clause (3). Subject to Section 5.14(b)(vi)(E5.8(b)(vi)(E), the Partnership may, without any consent or vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), issue the Series A PIK Units contemplated by this Agreement or create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote of the Record Holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests Securities to make such class of Partnership Interests Securities a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests Securities to make such class of Partnership Interests Securities a class of Series A Parity Securities) or Series A Preferred Units); provided that, without the consent of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A))Units, the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 of non-convertible Series A Parity Securities, (2) so long as the aggregate value of the Outstanding Common Units (based on the closing trading price of Common Units on the National Securities and (bExchange on which the Common Units are then listed or admitted to trading on the trading day immediately preceding such date of issuance) is at least $10,000,000,000, a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units for the twenty thirty (2030) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Outstanding Common Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then applicable Series A Conversion Rate (regardless of whether or, if the Series A Preferred Units are not then convertible, assuming that such Series A Preferred Units are convertible at the then applicable Series A Conversion Rate), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then applicable conversion rate, as applicable, and (iii) any Series A Parity Equivalent Units), and or (23) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 is then outstandingOutstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E); provided, further, that the Partnership may, without any the affirmative vote of the holders of Voting Eligible Outstanding Series A Preferred Units, issue the Series A PIK Units (but without prejudice to their rights under Section 5.14(b)(iii)(A)), contemplated by this Agreement and create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote consent of the Record Holders holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent or vote of the holders of Voting Eligible any Series A Preferred Units Unitholder (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), the Partnership may issue after the Series A Initial Issuance Date (1) at any time in Series A Preferred Units pursuant to the aggregateSeries A Purchase Agreement, (2) up to the greater of (a) an aggregate issue price of $500,000,000 1 billion of Series A Parity Securities Securities, and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred UnitsUnits contemplated by the Series A Purchase Agreement, in each case on an “as if” as-converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units Average VWAP for the twenty thirty (2030) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than fifteen percent (15% %) of all outstanding Outstanding Common Units and Special Voting Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then then-applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then then-applicable conversion rate, as applicable, and (iii) any Common Units issuable in respect of any outstanding warrants or options issued by the Partnership, (iv) any Series A Parity Equivalent UnitsUnits and (v) any Common Units that would otherwise be excluded by operation of the definition of the term “Outstanding”), and (23) if the Series A Purchase Agreement Purchasers and their then-Affiliates hold a number of Series A Preferred Units purchased under the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units) having an aggregate Series A Issue Price of less than $500,000,000 is or equal to thirty-three and one-third percent (33-1/3%) of the aggregate Series A Issue Price of all Series A Preferred Units purchased pursuant to the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units), then outstanding, such number of Series A Parity Securities as determined by 37 the General PartnerBoard of Directors, in its sole discretion, at any time on and after the first time that the Series A Purchase Agreement Purchasers’ and their Affiliates’ holdings are below such threshold; provided that following a Series A Purchaser Change of Control with respect to a Series A Purchase Agreement Purchaser, any Series A Preferred Units held by such Series A Purchase Agreement Purchaser and its Affiliates shall not be considered held by a Series A Purchaser Agreement Purchaser and its then-Affiliates for purposes of the determination under the foregoing clause (3). Subject to Section 5.14(b)(vi)(E5.8(b)(vi)(E), the Partnership may, without any consent or vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), issue the Series A PIK Units contemplated by this Agreement or create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote of the Record Holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A)), the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 of Series A Parity Securities and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units for the twenty (20) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Outstanding Common Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then applicable conversion rate, as applicable, and (iii) any Series A Parity Equivalent UnitsUnits and (iv) any Common Units that would otherwise be excluded by operation of clauses (a) and (b) of the definition of the term “Outstanding”), and (2) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 is then outstandingOutstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E), the Partnership may, without any vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A)), create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote of the Record Holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.11(b)(iii)(A)), the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 400 million of Series A Parity Securities and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” as-converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units Average VWAP for the twenty (20) 30 Trading Day period ending immediately prior to such issuance (such Common Units, the “"Series A Parity Equivalent Units”")), equals no more than 15% of all outstanding Outstanding Common Units and Subordinated Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then then-applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then then-applicable conversion rate, as applicable, and (iii) any Common Units issuable in respect of any outstanding warrants or options issued by the Partnership, (iv) any Series A Parity Equivalent UnitsUnits and (v) any Common Units that would otherwise be excluded by operation of the definition of the term "Outstanding"), and (2) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 100 million is then outstandingOutstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E5.11(b)(vi)(E), the Partnership may, without any vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.11(b)(iii)(A)), issue the Series A PIK Units contemplated by this Agreement or create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote of the Record Holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.11(b)(iii)(A)), the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 [300] million4 of Series A Parity Securities and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” as-converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units Average VWAP for the twenty (20) 30 Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Outstanding Common Units and Subordinated Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then then-applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then then-applicable conversion rate, as applicable, and (iii) any Common Units issuable in respect of any outstanding warrants or options issued by the 4 Note to Draft: To be increased by any unfunded amount. DOMINION MIDSTREAM PARTNERS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Partnership, (iv) any Series A Parity Equivalent UnitsUnits and (v) any Common Units that would otherwise be excluded by operation of the definition of the term “Outstanding”), and (2) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 100 million is then outstandingOutstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E5.11(b)(vi)(E), the Partnership may, without any vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.11(b)(iii)(A)), issue the Series A PIK Units contemplated by this Agreement or create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote of the Record Holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests Securities to make such class of Partnership Interests Securities a class of Series A Senior Securities), (B) additional Series A Preferred Units, except that the Partnership may issue additional Series A Preferred Units without the affirmative vote of the Series A Required Voting Percentage so long as (1) the proceeds from any such issuances collectively and the issuance of the Series A Preferred Units pursuant to the Series A Purchase Agreement in the aggregate do not exceed $687,500,000 (net of any applicable transaction fees), (2) any such issuance is complete prior to the six-month anniversary of the Series A Issuance Date and (3) any such issuance is on terms that are, on the whole, no less favorable to the Partnership than the Series A Preferred Units issued pursuant to the Series A Purchase Agreement, as determined by the Board of Directors (as set forth in subclause (3) to this Clause (B), the “Issuance Test”), or (BC) Series A Parity Securities (or amend the provisions of any class of Partnership Interests Securities to make such class of Partnership Interests Securities a class of Series A Parity Securities) or Series A Preferred Units); provided that, without the consent of the holders Record Holders of Voting Eligible the Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A))Required Voting Percentage, the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 1,000,000,000 of Series A Parity Securities and (b) a number at any time after the Series A Closing Date; provided, however, any issuance of convertible Series A Parity Securities such that, as of prior to the date of the issuance six-month anniversary of the Series A Parity SecuritiesClosing Date is subject to the Issuance Test. The Partnership may, without the aggregate number consent of Series A Parity Securities, together with the Record Holders of Outstanding Series A Preferred Units, in each case on an “as if” converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units for the twenty (20) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Common Units (including as outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then applicable conversion rate, as applicable, and (iii) any Series A Parity Equivalent Units), and (2) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 is then outstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E), the Partnership may, without any vote of the holders of Voting Eligible Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A)), create (by reclassification or otherwise) and issue Series A Junior Securities Interests in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote consent of the Record Holders holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent or vote of the holders of Voting Eligible any Series A Preferred Units Unitholder (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), the Partnership may issue after the Series A Initial Issuance Date (1) at any time in Series A Preferred Units pursuant to the aggregateSeries A Purchase Agreement, (2) up to the greater of (a) an aggregate issue price of $500,000,000 1 billion of Series A Parity Securities Securities, and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Exhibit 3.1 Preferred UnitsUnits contemplated by the Series A Purchase Agreement, in each case on an “as if” as-converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units Average VWAP for the twenty thirty (2030) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than fifteen percent (15% %) of all outstanding Outstanding Common Units and Special Voting Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then then-applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then then-applicable conversion rate, as applicable, and (iii) any Common Units issuable in respect of any outstanding warrants or options issued by the Partnership, (iv) any Series A Parity Equivalent UnitsUnits and (v) any Common Units that would otherwise be excluded by operation of the definition of the term “Outstanding”), and (23) if the Series A Purchase Agreement Purchasers and their then-Affiliates hold a number of Series A Preferred Units purchased under the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units) having an aggregate Series A Issue Price of less than $500,000,000 is or equal to thirty-three and one-third percent (33-1/3%) of the aggregate Series A Issue Price of all Series A Preferred Units purchased pursuant to the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units), then outstanding, such number of Series A Parity Securities as determined by the General PartnerBoard of Directors, in its sole discretion, at any time on and after the first time that the Series A Purchase Agreement Purchasers’ and their Affiliates’ holdings are below such threshold; provided that following a Series A Purchaser Change of Control with respect to a Series A Purchase Agreement Purchaser, any Series A Preferred Units held by such Series A Purchase Agreement Purchaser and its Affiliates shall not be considered held by a Series A Purchaser Agreement Purchaser and its then-Affiliates for purposes of the determination under the foregoing clause (3). Subject to Section 5.14(b)(vi)(E5.8(b)(vi)(E), the Partnership may, without any consent or vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), issue the Series A PIK Units contemplated by this Agreement or create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote of the Record Holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.11(b)(iii)(A)), the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 400 million of Series A Parity Securities and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” as-converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such DOMINION ENERGY MIDSTREAM PARTNERS, LP FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units Average VWAP for the twenty (20) 30 Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Outstanding Common Units and Subordinated Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then then-applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then then-applicable conversion rate, as applicable, and (iii) any Common Units issuable in respect of any outstanding warrants or options issued by the Partnership, (iv) any Series A Parity Equivalent UnitsUnits and (v) any Common Units that would otherwise be excluded by operation of the definition of the term “Outstanding”), and (2) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 100 million is then outstandingOutstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E5.11(b)(vi)(E), the Partnership may, without any vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.11(b)(iii)(A)), issue the Series A PIK Units contemplated by this Agreement or create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote of the Record Holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests Securities to make such class of Partnership Interests Securities a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests Securities to make such class of Partnership Interests Securities a class of Series A Parity Securities) or Series A Preferred Units); provided that, without the consent of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A))Units, the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 of non-convertible Series A Parity Securities, (2) so long as the aggregate value of the Outstanding Common Units (based on the closing trading price of Common Units on the National Securities and (bExchange on which the Common Units are then listed or admitted to trading on the trading day immediately preceding such date of issuance) is at least $10,000,000,000, a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units for the twenty thirty (2030) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Outstanding Common Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then applicable Series A Conversion Rate (regardless of whether or, if the Series A Preferred Units are not then convertible, assuming that such Series A Preferred Units are convertible at the then applicable Series A Conversion Rate), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then applicable conversion rate, as applicable, and (iii) any Series A Parity Equivalent Units), and or (23) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 is then outstandingOutstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E); provided, further, that the Partnership may, without any the affirmative vote of the holders of Voting Eligible Outstanding Series A Preferred Units, issue the Series A PIK Units (but without prejudice to their rights under Section 5.14(b)(iii)(A)), contemplated by this Agreement and create (by reclassification or otherwise) and issue Series A Junior Securities Interests in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the The Partnership shall not, without the affirmative vote consent of a majority of the Record Holders of the Outstanding Series A Required Voting PercentagePreferred Units, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent or vote of any of the Outstanding Series A Preferred Unitholders (but without prejudice to their rights under Section 5.11(b)(iii)(A)), the Partnership may issue after the Series A Initial Issuance Date additional Series A Preferred Units or Series A Parity Securities if, when and to the same extent that NEE Partners may issue corresponding NEE Partners Series A Preferred Units or NEE Partners Series A Parity Securities under the NEE Partners Partnership Agreement. 21716598.9 NEE Partners shall not issue any additional NEE Partners Series A Preferred Units or NEE Partners Series A Parity Securities unless NEE Partners contributes the cash proceeds or other consideration received from the issuance of such additional NEE Partners Series A Preferred Units or NEE Partners Series A Parity Securities to the Partnership in exchange for an equivalent number of Series A Preferred Units or Series A Parity Securities, as applicable. In the event that NEE Partners issues any additional NEE Partners Series A Preferred Units or NEE Partners Series A Parity Securities and contributes the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue, and shall issue, a number of Series A Preferred Units or Series A Parity Securities, as applicable, equal to the number of NEE Partners Series A Preferred Units or NEE Partners Series A Parity Securities so issued without any further act, approval or vote of any Partner or any other Persons. Subject to Section 5.11(b)(vi)(E), the Partnership may, without any consent or vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.11(b)(iii)(A)), the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 of Series A Parity Securities and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common PIK Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided contemplated by (ii) the volume-weighted average price of the Common Units for the twenty (20) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Common Units (including as outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial this Agreement or then applicable conversion rate, as applicable, and (iii) any Series A Parity Equivalent Units), and (2) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 is then outstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E), the Partnership may, without any vote of the holders of Voting Eligible Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A)), create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote consent of the Record Holders holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent or vote of the holders of Voting Eligible any Series A Preferred Units Unitholder (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), the Partnership may issue after the Series A Initial Issuance Date (1) at any time in Series A Preferred Units pursuant to the aggregateSeries A Purchase Agreement, (2) up to the greater of (a) an aggregate issue price of $500,000,000 1 billion of Series A Parity Securities Securities, and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred UnitsUnits contemplated by the Series A Purchase Agreement, in each case on an “as if” as-converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) Active.21601985.20 the volume-weighted average price of the Common Units Average VWAP for the twenty (20) 30 Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Outstanding Common Units and Special Voting Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then then-applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then then-applicable conversion rate, as applicable, and (iii) any Common Units issuable in respect of any outstanding warrants or options issued by the Partnership, (iv) any Series A Parity Equivalent UnitsUnits and (v) any Common Units that would otherwise be excluded by operation of the definition of the term “Outstanding”), and (23) if the Series A Purchase Agreement Purchasers and their then- Affiliates hold a number of Series A Preferred Units purchased under the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units) having an aggregate Series A Issue Price of less than $500,000,000 is or equal to thirty-three and one-third percent (33-1/3%) of the aggregate Series A Issue Price of all Series A Preferred Units purchased pursuant to the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units), then outstanding, such number of Series A Parity Securities as determined by the General PartnerPartner at any time on and after the first time that the Series A Purchase Agreement Purchasers’ and their Affiliates’ holdings are below such threshold; provided that following a Series A Purchaser Change of Control with respect to a Series A Purchase Agreement Purchaser, any Series A Preferred Units held by such Series A Purchase Agreement Purchaser and its Affiliates shall not be considered held by a Series A Purchaser Agreement Purchaser and its then-Affiliates for purposes of the determination under the foregoing clause (3). Subject to Section 5.14(b)(vi)(E5.8(b)(vi)(E), the Partnership may, without any consent or vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), issue the Series A PIK Units contemplated by this Agreement or create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote of the Record Holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.11(b)(iii)(A)), the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 400 million of Series A Parity Securities and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” as-converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units Average VWAP for the twenty (20) 30 Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Outstanding Common Units and Subordinated Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then then-applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then then-applicable conversion rate, as applicable, and (iii) any Common Units issuable in respect of any outstanding warrants or options issued by the Partnership, (iv) any Series A Parity Equivalent UnitsUnits and (v) any Common Units that would otherwise be excluded by operation of the definition of the term “Outstanding”), and (2) if a DOMINION MIDSTREAM PARTNERS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 100 million is then outstandingOutstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E5.11(b)(vi)(E), the Partnership may, without any vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.11(b)(iii)(A)), issue the Series A PIK Units contemplated by this Agreement or create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote consent of the Record Holders holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent or vote of the holders of Voting Eligible any Series A Preferred Units Unitholder (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), the Partnership may issue after the Series A Initial Issuance Date (1) at any time in Series A Preferred Units pursuant to the aggregateSeries A Purchase Agreement, (2) up to the greater of (a) an aggregate issue price of $500,000,000 1 billion of Series A Parity Securities Securities, and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A 37 Preferred UnitsUnits contemplated by the Series A Purchase Agreement, in each case on an “as if” as-converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units Average VWAP for the twenty thirty (2030) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than fifteen percent (15% %) of all outstanding Outstanding Common Units and Special Voting Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then then-applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then then-applicable conversion rate, as applicable, and (iii) any Common Units issuable in respect of any outstanding warrants or options issued by the Partnership, (iv) any Series A Parity Equivalent UnitsUnits and (v) any Common Units that would otherwise be excluded by operation of the definition of the term “Outstanding”), and (23) if the Series A Purchase Agreement Purchasers and their then-Affiliates hold a number of Series A Preferred Units purchased under the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units) having an aggregate Series A Issue Price of less than $500,000,000 is or equal to thirty-three and one-third percent (33-1/3%) of the aggregate Series A Issue Price of all Series A Preferred Units purchased pursuant to the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units), then outstanding, such number of Series A Parity Securities as determined by the General PartnerBoard of Directors, in its sole discretion, at any time on and after the first time that the Series A Purchase Agreement Purchasers’ and their Affiliates’ holdings are below such threshold; provided that following a Series A Purchaser Change of Control with respect to a Series A Purchase Agreement Purchaser, any Series A Preferred Units held by such Series A Purchase Agreement Purchaser and its Affiliates shall not be considered held by a Series A Purchaser Agreement Purchaser and its then-Affiliates for purposes of the determination under the foregoing clause (3). Subject to Section 5.14(b)(vi)(E5.8(b)(vi)(E), the Partnership may, without any consent or vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), issue the Series A PIK Units contemplated by this Agreement or create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote of the Record Holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A)), the Partnership may issue (1) at any time in the aggregate, up to the greater of (a) an aggregate $500,000,000 of Series A Parity Securities and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred Units, in each case on an “as if” converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units for the twenty (20) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than 15% of all outstanding Outstanding Common Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then applicable conversion rate, as applicable, and (iii) any Series A Parity Equivalent UnitsUnits and (iv) any Common Units that would otherwise be excluded by operation of clauses (a) and (b) of the definition of the term “Outstanding”), and (2) if a number of Series A Preferred Units having an aggregate Series A Issue Price of less than $500,000,000 is then outstandingOutstanding, such number of Series A Parity Securities as determined by the General Partner. Subject to Section 5.14(b)(vi)(E), the Partnership may, without any vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.14 (b)(iii)(A)), create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.

No Series A Senior Securities; Series A Parity Securities. Other than issuances contemplated by the Series A Purchase Agreement, the Partnership shall not, without the affirmative vote consent of the Record Holders holders of the Series A Required Voting Percentage, issue any (A) Series A Senior Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Senior Securities) or (B) Series A Parity Securities (or amend the provisions of any class of Partnership Interests to make such class of Partnership Interests a class of Series A Parity Securities) or Series A Preferred Units; provided that, without the consent or vote of the holders of Voting Eligible any Series A Preferred Units Unitholder (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), the Partnership may issue after the 810649.05-WILSR01A - MSW Series A Initial Issuance Date (1) at any time in Series A Preferred Units pursuant to the aggregateSeries A Purchase Agreement, (2) up to the greater of (a) an aggregate issue price of $500,000,000 1 billion of Series A Parity Securities Securities, and (b) a number of Series A Parity Securities such that, as of the date of the issuance of the Series A Parity Securities, the aggregate number of Series A Parity Securities, together with the Series A Preferred UnitsUnits contemplated by the Series A Purchase Agreement, in each case on an “as if” as-converted basis (or, if the Series A Parity Securities are not convertible, assuming that such Series A Parity Securities are convertible into a number of Common Units equal to the quotient of (i) the aggregate purchase price for such Series A Parity Securities, divided by (ii) the volume-weighted average price of the Common Units Average VWAP for the twenty thirty (2030) Trading Day period ending immediately prior to such issuance (such Common Units, the “Series A Parity Equivalent Units”)), equals no more than fifteen percent (15% %) of all outstanding Outstanding Common Units and Special Voting Units (including as outstanding Outstanding for such purposes, (i) any Common Units issuable in respect of the Series A Preferred Units at the then then-applicable Series A Conversion Rate (regardless of whether the Series A Preferred Units are then convertible), (ii) any Common Units issuable in respect of Series A Parity Securities (including any warrants issued in connection with Series A Parity Securities) at the initial or then then-applicable conversion rate, as applicable, and (iii) any Common Units issuable in respect of any outstanding warrants or options issued by the Partnership, (iv) any Series A Parity Equivalent UnitsUnits and (v) any Common Units that would otherwise be excluded by operation of the definition of the term “Outstanding”), and (23) if the Series A Purchase Agreement Purchasers and their then-Affiliates hold a number of Series A Preferred Units purchased under the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units) having an aggregate Series A Issue Price of less than $500,000,000 is or equal to thirty-three and one-third percent (33-1/3%) of the aggregate Series A Issue Price of all Series A Preferred Units purchased pursuant to the Series A Purchase Agreement (excluding for this purpose, for the avoidance of doubt, any Series A PIK Units), then outstanding, such number of Series A Parity Securities as determined by the General PartnerBoard of Directors, in its sole discretion, at any time on and after the first time that the Series A Purchase Agreement Purchasers’ and their Affiliates’ holdings are below such threshold; provided that following a Series A Purchaser Change of Control with respect to a Series A Purchase Agreement Purchaser, any Series A Preferred Units held by such Series A Purchase Agreement Purchaser and its Affiliates shall not be considered held by a Series A Purchaser Agreement Purchaser and its then-Affiliates for purposes of the determination under the foregoing clause (3). Subject to Section 5.14(b)(vi)(E5.8(b)(vi)(E), the Partnership may, without any consent or vote of the holders of Voting Eligible Outstanding Series A Preferred Units (but without prejudice to their rights under Section 5.14(b)(iii)(A5.8(b)(iii)(A)), issue the Series A PIK Units contemplated by this Agreement or create (by reclassification or otherwise) and issue Series A Junior Securities in an unlimited amount.