Common use of Number; Qualification; Tenure Clause in Contracts

Number; Qualification; Tenure. The number of directors constituting the Board shall be two (the “Directors”), unless otherwise increased from time to time pursuant to a resolution adopted by the Directors. One of such directors shall be elected or approved by the Member and shall serve as Director of the Company until his or her death or removal from office or until his or her successors are elected and qualified. The other of such directors (the “Purchaser Designated Director”) shall be elected or approved pursuant to that certain Board Representation Agreement dated as of January 19, 2010 to which the Company and the Member is a party (the “Board Representation Agreement”) and shall serve until his or her death, resignation or removal from office or until his or her successors are elected and qualified, as provided in the Board Representation Agreement; provided, however, that upon the occurrence of a Designation Right Termination Event (as defined in the Board Representation Agreement), the Purchaser Designated Director shall be elected, approved, and may be removed by, and will resign upon the request of, the Member or the determination of a majority of the other Directors. Any additional directors shall be elected or approved by the Member and shall serve as directors of the Company until their death or removal from office or until their successors are elected and qualified. As of the date of Amendment No. 1 to this Agreement, the Directors of the Company are Xxxxx X. Xxxxx, Rhys J. Best, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xx., Xxxx X. Xxxx and D. Xxxxxx Xxxxx. (b) Section 5.08 of the LLC Agreement is hereby amended by adding the following proviso at the end of the last sentence of such Section: ; provided, however, that prior to a Designation Right Termination Event (as defined in the Board Representation Agreement) any vacancy by the Purchaser Designated Director shall be filled only as provided in the Board Representation Agreement. (c) Section 5.10 of the LLC Agreement is hereby amended and restated in its entirety as follows:

Number; Qualification; Tenure. The number of directors constituting the Board shall be two (the “Directors”)) shall be nine, unless otherwise increased or decreased from time to time by the Member or pursuant to a resolution adopted by the Directors; provided, however, that the number of Directors shall not be less than two and shall not be more than 13. One of Except as provided in the next succeeding sentence, each such directors director shall be elected or approved by the Member and shall serve as a Director of the Company until his or her death or removal from office or until his or her successors are successor is elected and qualified. The other of such directors One director (the “Purchaser Investor Designated Director”) shall be elected or approved pursuant to that certain Board Representation Agreement Agreement, dated as of January 197, 2010 2016, to which the Company and the Member is a party are parties (the “Board Representation Agreement”) and shall serve until his or her death, resignation or removal from office or until his or her successors are successor is elected and qualified, as provided in the Board Representation Agreement; provided, however, that upon the occurrence of a Designation Right Termination Event (as defined in the Board Representation Agreement), the Purchaser director then serving as the Investor Designated Director shall be elected, approved, and may be removed by, and will resign upon the request of, the Member or the determination of a majority of the other Directors. Any additional directors shall be elected or approved Directors by the affirmative vote of such Directors having a Majority of Voting Power. The Member and shall serve as directors of may from time to time appoint one or more observers to the Company until their death or removal from office or until their successors are elected and qualifiedBoard. As of the date of Amendment No. 1 to this Agreement, the Directors of the Company are Xxxxx X. Xxxxx, Rhys J. BestXxxxxxx X. Xxxxxxxxxx, Xxxxxxx X. Brilliant, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xx., Xxxx X. Xxxx and D. Xxxxxx XxxxxXxxxxxxxxxx Xxxxxx. (b) Section 5.08 of the LLC Agreement is hereby amended by adding the following proviso at the end of the last sentence of such Section: ; provided, however, that prior to a Designation Right Termination Event (as defined in the Board Representation Agreement) any vacancy by the Purchaser Designated Director shall be filled only as provided in the Board Representation Agreement. (c) Section 5.10 of the LLC Agreement is hereby amended and restated in its entirety as follows:

Number; Qualification; Tenure. The number of directors constituting the Board shall be two (the “Directors”)) shall initially be 11, unless otherwise increased or decreased from time to time by the Member or pursuant to a resolution adopted by the Directors; provided, however, that the number of Directors shall not be less than two. One of Except as provided in the next succeeding sentence, each such directors director shall be elected or approved by the Member and shall serve as a Director of the Company until his or her death or removal from office or until his or her successors are successor is elected and qualified. The other of such directors One director (the “Purchaser Investor Designated Director”) shall be elected or approved pursuant to that certain Board Representation Agreement Agreement, dated as of January 197, 2010 2015, to which the Company and the Member is a party are parties (the “Board Representation Agreement”) and shall serve until his or her death, resignation or removal from office or until his or her successors are successor is elected and qualified, as provided in the Board Representation Agreement; provided, however, that upon the occurrence of a Designation Right Termination Event (as defined in the Board Representation Agreement), the Purchaser director then serving as the Investor Designated Director shall be elected, approved, and may be removed by, and will resign upon the request of, the Member or the determination of a majority of the other Directors. Any additional directors shall be elected or approved by the Member and shall serve as directors of the Company until their death or removal from office or until their successors are elected and qualified. As of the date of Amendment No. 1 to this Agreement, the Directors of the Company are Xxxxx X. Xxxxx, Rhys J. BestXxxx Xxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxx X. Xxxxxxxx, Xxxxxxx X. XxxxxXxxxxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxx, Xx., Xxxx X. Xxxx, Xxxx X. Xxxxxx and D. Xxxxxx XxxxxXxxxxxxxxxx Xxxxxx. (b) Section 5.08 of the LLC Agreement is hereby amended by adding the following proviso at the end of the last sentence of such Section: ; provided, however, that prior to a Designation Right Termination Event (as defined in the Board Representation Agreement) any vacancy by the Purchaser Investor Designated Director shall be filled only as provided in the Board Representation Agreement. (c) Section 5.10 of the LLC Agreement is hereby amended and restated in its entirety as follows:

Number; Qualification; Tenure. The (a) Subject to Section 7.1(b), the number of directors constituting the Board shall be two between one and eleven (each a “Director” and, collectively, the “Directors”), unless otherwise increased as such number may be fixed from time to time pursuant to a resolution adopted by the a majority of Directors. One A Director need not be a Member. Nine (9) of such directors the Directors shall be elected or approved by the Class A Members at an annual meeting of the Class A Members and, for so long as (A) the Sharing Percentage of the Class D Member is 10% or more and (B) EIG and Tailwater collectively hold Holdings LP Voting Control and Holdings GP Voting Control, two (2) of the Directors shall be appointed by the Class D Member (the “Class D Directors”) and shall serve be reasonably acceptable to the Class A Members. Each Person appointed or elected as a Director of the Company until his or her death or removal from office shall serve for a term of one year (or until his or her successors are elected and qualified. The other of such directors (the “Purchaser Designated Director”) shall be elected or approved pursuant to that certain Board Representation Agreement dated as of January 19, 2010 to which the Company and the Member is a party (the “Board Representation Agreement”) and shall serve until his or her Person’s earlier death, resignation or removal from office office) or until such Person’s successor is elected and qualified (or his or her successors are elected and qualifiedearlier death, as provided in the Board Representation Agreement; provided, however, that upon the occurrence of a Designation Right Termination Event (as defined in the Board Representation Agreement), the Purchaser Designated Director shall be elected, approved, and may be removed by, and will resign upon the request of, the Member or the determination of a majority of the other Directors. Any additional directors shall be elected or approved by the Member and shall serve as directors of the Company until their death resignation or removal from office or until their successors are elected office) by the Members entitled to elect and qualifiedqualify such successor. As The number of Directors on the Board as of the date of Amendment No. 1 to this Agreement, Agreement shall be eleven (11) and the names of the Directors of the Company as of the date hereof are Xxxxx X. Xxxxxlisted on Exhibit B. For so long as the Class D Member has the right to appoint the Class D Directors as provided in the second sentence of this Section 7.1(a), Rhys J. Bestif the Board reduces the number of Directors on the Board pursuant to a resolution adopted by a majority of Directors, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xx., Xxxx X. Xxxx and D. Xxxxxx Xxxxxany such reduction shall not affect the right of the Class D Member to appoint two Class D Directors. (b) Section 5.08 If the Sharing Percentage of the LLC Agreement Class D Member is hereby amended by adding less than 10% or EIG and Tailwater cease at any time to collectively hold either Holdings LP Voting Control or Holdings GP Voting Control, then (i) the following proviso at Class D Directors shall automatically be removed from their positions as Directors and (ii) thereafter, the end number of the last sentence of such Section: ; provided, however, that prior to a Designation Right Termination Event (as defined in directors constituting the Board Representation Agreement) any vacancy shall automatically and immediately be decreased by the Purchaser Designated Director shall be filled only as provided in the Board Representation Agreementtwo. (c) Section 5.10 of the LLC Agreement is hereby amended and restated in its entirety as follows:

Number; Qualification; Tenure. The number of directors constituting the Board shall be two (the “Directors”)) shall initially be 11, unless otherwise increased or decreased from time to time by the Member or pursuant to a resolution adopted by the Directors; provided, however, that the number of Directors shall not be less than two. One of Except as provided in the next succeeding sentence, each such directors director shall be elected or approved by the Member and shall serve as a Director of the Company until his or her death or removal from office or until his or her successors are successor is elected and qualified. The other of such directors One director (the “Purchaser Investor Designated Director”) shall be elected or approved pursuant to that certain Board Representation Agreement Agreement, dated as of January 197, 2010 2016, to which the Company and the Member is a party are parties (the “Board Representation Agreement”) and shall serve until his or her death, resignation or removal from office or until his or her successors are successor is elected and qualified, as provided in the Board Representation Agreement; provided, however, that upon the occurrence of a Designation Right Termination Event (as defined in the Board Representation Agreement), the Purchaser director then serving as the Investor Designated Director shall be elected, approved, and may be removed by, and will resign upon the request of, the Member or the determination of a majority of the other Directors. Any additional directors shall be elected or approved by the Member and shall serve as directors of the Company until their death or removal from office or until their successors are elected and qualified. As of the date of Amendment No. 1 to this Agreement, the Directors of the Company are Xxxxx X. Xxxxx, Rhys J. BestXxxx Xxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxx X. Xxxxxxxx, Xxxxxxx X. XxxxxXxxxxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxx, Xx., Xxxx X. Xxxx, Xxxx X. Xxxxxx and D. Xxxxxx XxxxxXxxxxxxxxxx Xxxxxx. (b) Section 5.08 of the LLC Agreement is hereby amended by adding the following proviso at the end of the last sentence of such Section: ; provided, however, that prior to a Designation Right Termination Event (as defined in the Board Representation Agreement) any vacancy by the Purchaser Investor Designated Director shall be filled only as provided in the Board Representation Agreement. (c) Section 5.10 of the LLC Agreement is hereby amended and restated in its entirety as follows:

Number; Qualification; Tenure. The number of directors constituting the Board shall be two (the “Directors”)) shall initially be 11, unless otherwise increased or decreased from time to time by the Member or pursuant to a resolution adopted by the Directors; provided, however, that the number of Directors shall not be less than two. One of Except as provided in the next succeeding sentence, each such directors director shall be elected or approved by the Member and shall serve as a Director of the Company until his or her death or removal from office or until his or her successors are successor is elected and qualified. The other of such directors One director (the “Purchaser Investor Designated Director”) shall be elected or approved pursuant to that certain Board Representation Agreement Agreement, dated as of January 19[·], 2010 to which the Company and the Member is a party are parties (the “Board Representation Agreement”) and shall serve until his or her death, resignation or removal from office or until his or her successors are successor is elected and qualified, as provided in the Board Representation Agreement; provided, however, that upon the occurrence of a Designation Right Termination Event (as defined in the Board Representation Agreement), the Purchaser director then serving as the Investor Designated Director shall be elected, approved, and may be removed by, and will resign upon the request of, the Member or the determination of a majority of the other Directors. Any additional directors shall be elected or approved by the Member and shall serve as directors of the Company until their death or removal from office or until their successors are elected and qualified. As of the date of Amendment No. 1 [·] to this Agreement, the Directors of the Company are Xxxxx X. Xxxxx, Rhys J. BestXxxx Xxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxx X. Xxxxxxxx, Xxxxxxx X. XxxxxXxxxxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxx, Xx., Xxxx X. Xxxx Xxxx, [·](1) and D. Xxxxxx Xxxxx[·](2). (1) Devon-designated director. (2) Investor Designated Director (b) Section 5.08 of the LLC Agreement is hereby amended by adding the following proviso at the end of the last sentence of such Section: ; provided, however, that prior to a Designation Right Termination Event (as defined in the Board Representation Agreement) any vacancy by the Purchaser Investor Designated Director shall be filled only as provided in the Board Representation Agreement. (c) Section 5.10 of the LLC Agreement is hereby amended and restated in its entirety as follows: