Common use of Number, Tenure and Qualification Clause in Contracts

Number, Tenure and Qualification. (a) The Management Board shall consist of eight (8) Board Members. Each of BG Affiliate Group and EXCO Affiliate Group shall be entitled to appoint four (4) Board Members and three (3) alternate Board Members. Each of (i) the Board Members of the BG Affiliate Group and (ii) the Board Members of the EXCO Affiliate Group shall be referred to as a separate group (each a “Group”) such that the Management Board shall be comprised of at least two different Groups of Board Members. The Board Members appointed by a Member, or in any absence of such Board Member, any alternate appointed by such Member, shall be authorized to represent and bind such Member with respect to any matter which is within the powers of the Management Board and is properly brought before the Management Board. Each alternate Board Member shall be entitled to attend Management Board meetings. The Board Members and alternate Board Members may also bring to any Management Board meetings such advisors as they may deem appropriate. Each Affiliated Member Group shall appoint its initial Board Members and alternate Board Members by notice to the other Members on or prior to the first meeting of the Management Board or the first required vote of the Management Board. All actions of a Member with respect to a Management Board shall be taken through its Board Members or alternate Board Members. (b) Each of BG Affiliate Group and EXCO Affiliate Group shall have the right to change any of its Board Members and its alternate Board Members at any time by giving notice of such change to the Company and the other Members. (c) Any Board Member designated in accordance with this section shall be immediately removed from the Management Board at any time that the Affiliated Member Group that designated such Board Member ceases to own any Member Interest. (d) A Board Member need not be a resident of the State of Delaware. A Board Member shall hold office until the Board Member’s successor shall be duly elected and shall qualify or until the earlier of such Board Member’s withdrawal, death, removal or resignation. (e) A Person that serves as a Board Member shall not be required to be a Board Member as his sole and exclusive occupation, and a Board Member may have other business interests and may engage in other investments, occupations and activities in addition to those relating to the Company.

Number, Tenure and Qualification. (a) The Management Board Committee initially shall consist of eight (8) Board Membersfour Managers. Each of BG Affiliate Group and EXCO Affiliate Group Prior to the Sandpiper Project In-Service Date, Enbridge shall be entitled to appoint four (4) Board Members and three (3) alternate Board Members. Each of (i) designate two individuals to serve on the Board Members Management Committee as Managers and, so long as Williston continues to hold 10% of the BG Affiliate Group and (ii) the Board Members of the EXCO Affiliate Group shall be referred to as a separate group (each a “Group”) such that the Management Board shall be comprised of at least two different Groups of Board Members. The Board Members appointed by a MemberClass B Units, or in any absence of such Board Member, any alternate appointed by such Member, shall be authorized to represent and bind such Member with respect to any matter which is within the powers of the Management Board and is properly brought before the Management Board. Each alternate Board Member Williston shall be entitled to attend designate two individuals to serve on the Management Board meetingsCommittee as Managers (the “Williston Managers”). The Board Members From and after the Sandpiper Project In-Service Date, Enbridge shall be entitled to designate two individuals to serve on the Management Committee as Managers, for so long as any member of the Enbridge Group holds any Class A Units, and Williston shall be entitled to designate two individuals to serve on the Management Committee as Managers, for so long as any member of the Williston Group holds any Class A Units. Each of Enbridge and Williston, for so long as it is entitled to designate any individuals to serve on the Management Committee as a Manager, shall also be entitled to designate one Person (each, a “Management Committee Alternate”) to act as such Member’s alternate Board Members Manager in the absence of such Member’s designated Manager(s). Each Manager may also bring to any Management Board Committee meetings such observers and advisors as they it may deem appropriate. Each Affiliated Member Group shall appoint its The initial Board Members Managers designated by Enbridge and alternate Board Members the initial Williston Managers designated by notice to the other Members Williston are set forth on or prior to the first meeting of the Management Board or the first required vote of the Management Board. All actions of a Member with respect to a Management Board shall be taken through its Board Members or alternate Board Members.Exhibit D. (b) Each of BG Affiliate Group and EXCO Affiliate Group Member shall have the right to change any of its Board Members and Manager(s) or its alternate Board Members Management Committee Alternate at any time by giving notice of such change to the Company and the other MembersMember. (c) Any Board Member Manager (and any Management Committee Alternate) designated in accordance with this section Section 8.02 shall be immediately removed from the Management Board Committee (or its position as a Management Committee Alternate, as applicable) at any such time that the Affiliated Member Group that designated such Board Member ceases Manager (or Management Committee Alternate) is no longer entitled to own designate any Member InterestManagers under Section 8.02(a). (d) A Board Member Neither the Managers nor the Management Committee Alternates need not be a resident residents of the State of Delaware. A Board Each Manager and Management Committee Alternate shall be an employee of the Member or an Affiliate of the Member that designated such Manager or Management Committee Alternate and shall hold office until the Board Membersuch Manager’s or Management Committee Alternate’s, as applicable, successor shall be duly elected and shall qualify designated or until the earlier of such Board MemberManager’s withdrawalor Management Committee Alternate’s, as applicable, death, removal or resignation. (e) A Person that serves as a Board Member Manager or Management Committee Alternate shall not be required to be a Board Member Manager or Management Committee Alternate, as applicable, as his sole and exclusive occupation, and a Board Member Managers and Management Committee Alternates may have other business interests and may engage in other investments, occupations and activities in addition to those relating to the Company. (f) (i) If any of a Member’s Managers is absent or unavailable or there is a vacancy in any of such Member’s Managers, then the other Manager(s) designated by such Member shall be entitled to cast the entire number of Total Votes attributable to the Class A Percentage Interest (at the time of the applicable Management Committee vote) of the Member that designated such Managers and (ii) if a Member provides notice to the other Member, then such Member’s Management Committee Alternate shall be authorized to act as a “Manager” for all purposes hereunder for the duration of such designated Manager’s absence.

Number, Tenure and Qualification. (a) The Management Board initially shall consist of eight (8) Board Members. Each of BG Affiliate Group and EXCO Affiliate Group shall be entitled to appoint four (4) Directors, with two (2) Directors appointed by each of the Initial Members for so long as they are Members. Each Member shall also be entitled to designate one Person (each, a “Board Members and Alternate”) to act as such Member’s alternate Director in the absence of one of such Member’s designated Director. The right to appoint the Chairman of the Board (the “Chairman”) shall alternate among the Members, with PBF Member having the initial right to appoint the Chairman. The Chairman shall serve for a term equal to the lesser of (x) three (3) alternate Board Membersyears or (y) as long as the Member (or one of its Controlled Affiliates) who appointed such Chairman remains a Member. Each of Director may bring to any Board meetings such observers and advisors as it may deem appropriate; provided that (i) the Board Members of the BG Affiliate Group each such observer and (ii) the Board Members of the EXCO Affiliate Group shall be referred to as a separate group (each a “Group”) such advisor acknowledges and agrees that the Management Board shall be comprised of at least two different Groups of Board Members. The Board Members appointed by a Member, or in any absence of such Board Member, any alternate appointed information received by such Member, Person shall only be authorized to represent and bind used for the purpose of evaluating the matters discussed at such Member with respect to any matter which is within the powers of the Management Board and is properly brought before the Management Board. Each alternate Board Member shall be entitled to attend Management Board meetings. The Board Members and alternate Board Members may also bring to any Management Board meetings such advisors as they may deem appropriate. Each Affiliated Member Group shall appoint its initial Board Members and alternate Board Members by notice to the other Members on meeting or prior to the first meeting of the Management Board or the first required vote of the Management Board. All actions of advising a Member with respect to a Management Board its rights and obligations hereunder, and (ii) such Persons are bound by confidentiality obligations at least as stringent as those set forth in Section 15.9, the Members understanding and agreeing, however, that each Member shall be taken through responsible for any breach of such confidentiality obligations by its Board respective observers and advisors, and further, that each Member will, at its own expense, restrain its respective observers and advisors from prohibited or unauthorized disclosure of such information. The initial Directors designated by the Members or alternate Board Membersare set forth on Appendix IV. (b) Each of BG Affiliate Group and EXCO Affiliate Group Member shall have the right to change any of its Director(s) or its Board Members and its alternate Board Members Alternate at any time by giving notice of such change to the Company and the each other MembersMember. (c) Any Neither the Directors nor the Board Member designated in accordance with this section shall Alternates need be immediately removed from the Management Board at any time that the Affiliated Member Group that designated such Board Member ceases to own any Member Interest. (d) A Board Member need not be a resident residents of the State of Delaware. A Each Director and Board Member Alternate shall hold office until the such Director’s or Board Member’s Alternate’s, as applicable, successor shall be duly elected and shall qualify designated or until the such Director’s or Board Alternate’s, as applicable, earlier of such Board Member’s withdrawal, death, removal or resignation. (ed) A Person that serves as a Director or Board Member Alternate shall not be required to be a Director or Board Member Alternate, as applicable, as his sole and exclusive occupation, and a Directors and Board Member Alternates may have other business interests and may engage in other investments, occupations and activities in addition to those relating to the Company and its Subsidiaries. (e) If (i) a Member’s Director is absent or unavailable or there is a vacancy in such Member’s Director position, and (ii) such Member provides notice to each other Member of such unavailability or vacancy, as applicable, then such Member’s Board Alternate shall be authorized to act as a “Director” for all purposes hereunder for the duration of such designated Director’s absence. (f) If a Member that has designated more than one Director ceases to hold more than a 25% Percentage Interest in the Company, then (i) such Member’s right to designate more than one Director shall be extinguished and (ii) such Member shall remove the additional Directors that it has designated (save one Director) from the Board.

Number, Tenure and Qualification. (a) The Management Board initially shall consist of eight (8) Board three Directors appointed by the initial Members. Each Member shall be entitled to designate one Person to serve on the Board as a Director. Each Member shall also be entitled to designate one Person (each, a “Board Alternate”) to act as such Member’s alternate Director in the absence of BG such Member’s designated Director. The Member that is an Affiliate Group and EXCO Affiliate Group of the Operator shall be entitled to appoint four its Director as the Chairman of the Board (4) Board Members and three (3) alternate Board Membersthe “Chairman”). Each of Director may bring to any Board meetings such observers and advisors as it may deem appropriate; provided that (i) the Board Members of the BG Affiliate Group each such observer and (ii) the Board Members of the EXCO Affiliate Group shall be referred to as a separate group (each a “Group”) such advisor acknowledges and agrees that the Management Board shall be comprised of at least two different Groups of Board Members. The Board Members appointed by a Member, or in any absence of such Board Member, any alternate appointed information received by such Member, Person shall only be authorized to represent and bind used for the purpose of evaluating the matters discussed at such Member with respect to any matter which is within the powers of the Management Board and is properly brought before the Management Board. Each alternate Board Member shall be entitled to attend Management Board meetings. The Board Members and alternate Board Members may also bring to any Management Board meetings such advisors as they may deem appropriate. Each Affiliated Member Group shall appoint its initial Board Members and alternate Board Members by notice to the other Members on meeting or prior to the first meeting of the Management Board or the first required vote of the Management Board. All actions of advising a Member with respect to a Management Board its rights and obligations hereunder, and (ii) such Persons are bound by confidentiality obligations at least as stringent as those set forth in Section 15.9, the Members understanding and agreeing, however, that each Member shall be taken through responsible for any breach of such confidentiality obligations by its Board respective observers and advisors, and further, that each Member will, at its own expense, restrain its respective observers and advisors from prohibited or unauthorized disclosure of such information. The initial Directors designated by the Members or alternate Board Membersare set forth on Appendix IV. (b) Each of BG Affiliate Group and EXCO Affiliate Group Member shall have the right to change any of its Director or its Board Members and its alternate Board Members Alternate at any time by giving notice of such change to the Company and the each other MembersMember. (c) Any Neither the Directors nor the Board Member designated in accordance with this section shall Alternates need be immediately removed from the Management Board at any time that the Affiliated Member Group that designated such Board Member ceases to own any Member Interest. (d) A Board Member need not be a resident residents of the State of Delaware. A Each Director and Board Alternate shall be an employee of the Member or an Affiliate of the Member that designated such Director or Board Alternate and shall hold office until the such Director’s or Board Member’s Alternate’s, as applicable, successor shall be duly elected and shall qualify designated or until the earlier of such Director’s or Board Member’s withdrawalAlternate’s, as applicable, death, removal or resignation. (ed) A Person that serves as a Director or Board Member Alternate shall not be required to be a Director or Board Member Alternate, as his applicable, as his/her sole and exclusive occupation, and a Directors and Board Member Alternates may have other business interests and may engage in other investments, occupations and activities in addition to those relating to the CompanyCompany and its Subsidiaries. (e) If (i) a Member’s Director is absent or unavailable or there is a vacancy in such Member’s Director position, and (ii) such Member provides notice to each other Member of such unavailability or vacancy, as applicable, then such Member’s Board Alternate shall be authorized to act as a “Director” for all purposes hereunder for the duration of such designated Director’s absence.

Number, Tenure and Qualification. (a) The Management Board Committee initially shall consist of eight (8) Board Memberstwo Managers. Each of BG Affiliate Group and EXCO Affiliate Group Enbridge shall be entitled to appoint four (4) Board Members and three (3) alternate Board Members. Each of (i) designate one individual to serve on the Board Members Management Committee as a Manager, for so long as any member of the BG Affiliate Enbridge Group holds any Units, and (ii) the Board Members of the EXCO Affiliate Group shall be referred to as a separate group (each a “Group”) such that the Management Board shall be comprised of at least two different Groups of Board Members. The Board Members appointed by a Member, or in any absence of such Board Member, any alternate appointed by such Member, shall be authorized to represent and bind such Member with respect to any matter which is within the powers of the Management Board and is properly brought before the Management Board. Each alternate Board Member Marathon shall be entitled to attend designate one individual to serve on the Management Board meetingsCommittee as a Manager, for so long as any member of the Marathon Group holds any Units. The Board Members Each of Enbridge and Marathon, for so long as it is entitled to designate any individual to serve on the Management Committee as a Manager, shall also be entitled to designate one Person (each, a “Management Committee Alternate”) to act as such Member’s alternate Board Members Manager in the absence of such Member’s designated Manager. Each Manager may also bring to any Management Board Committee meetings such observers and advisors as they such Manager may deem appropriate. Each Affiliated Member Group shall appoint its The initial Board Members Manager designated by Enbridge and alternate Board Members the initial Manager designated by notice to the other Members Marathon are set forth on or prior to the first meeting of the Management Board or the first required vote of the Management Board. All actions of a Member with respect to a Management Board shall be taken through its Board Members or alternate Board Members.Exhibit C. (b) Each of BG Affiliate Group and EXCO Affiliate Group Member shall have the right to change any of its Board Members and Manager or its alternate Board Members Management Committee Alternate at any time by giving notice of such change to the Company and the other MembersMember. (c) Any Board Member Manager (and any Management Committee Alternate) designated in accordance with this section Section 8.02 shall be immediately removed from the Management Board Committee (or its position as a Management Committee Alternate, as applicable) at any such time that the Affiliated Member Group that designated such Board Member ceases Manager (or Management Committee Alternate) is no longer entitled to own designate any Member InterestManager under Section 8.02(a). (d) A Board Member Neither the Managers nor the Management Committee Alternates need not be a resident residents of the State of Delaware. A Board Each Manager and Management Committee Alternate shall be an employee of the Member or an Affiliate of the Member that designated such Manager or Management Committee Alternate and shall hold office until the Board Membersuch Manager’s or Management Committee Alternate’s, as applicable, successor shall be duly elected and shall qualify designated or until the earlier of such Board MemberManager’s withdrawalor Management Committee Alternate’s, as applicable, death, removal or resignation. (e) A Person that serves as a Board Member Manager or Management Committee Alternate shall not be required to be a Board Member Manager or Management Committee Alternate, as applicable, as his sole and exclusive occupation, and a Board Member Managers and Management Committee Alternates may have other business interests and may engage in other investments, occupations and activities in addition to those relating to the Company. (f) If the Manager designated by a Member is absent or unavailable or there is a vacancy in the position of such Member’s designated Manager, then such Member’s Management Committee Alternate shall be authorized to act in the capacity of such designated Manager for all purposes hereunder for the duration of such designated Manager’s absence or such vacancy, as applicable.

Number, Tenure and Qualification. (a) The Management Board shall consist of eight (8) Board Members. Each of BG Affiliate Group and EXCO Affiliate Group shall be entitled to appoint four (4) Board Members and three (3) alternate Board Members. Each of (i) the Board Members of the BG Affiliate Group and (ii) the Board Members of the EXCO Affiliate Group shall be referred to as a separate group (each a “Group”) such that the Management Board shall be comprised of at least two different Groups of Board Members. The Board Members appointed by a Member, or in any absence of such Board Member, any alternate appointed by such Member, shall be authorized to represent and bind such Member with respect to any matter which is within the powers of the Management Board and is properly brought before the Management Board. Each alternate Board Member shall be entitled to attend Management Board meetings. The Board Members and alternate Board Members may also bring to any Management Board meetings such advisors as they may deem appropriate. Each Affiliated Member Group shall appoint its initial Board Members and alternate Board Members by notice to the other Members on or prior to the first meeting of the Management Board or the first required vote of the Management Board. All actions of a Member with respect to a Management Board shall be taken through its Board Members or alternate Board Members. (b) Each of BG Affiliate Group and EXCO Affiliate Group shall have the right to change any of its Board Members and its alternate Board Members at any time by giving notice of such change to the Company and the other Members. (c) Any Board Member designated in accordance with this section shall be immediately removed from the Management Board at any time that the Affiliated Member Group that designated such Board Member ceases to own any Member Membership Interest. (d) A Board Member need not be a resident of the State of Delaware. A Board Member shall hold office until the earlier of (i) the Board Member’s successor shall be being duly elected and shall qualify appointed or until the earlier of (ii) such Board Member’s withdrawal, death, removal or resignation. (e) A Person that serves as a Board Member shall not be required to be a Board Member as his sole and exclusive occupation, and a Board Member may have other business interests and may engage in other investments, occupations and activities in addition to those relating to the Company.

Number, Tenure and Qualification. (a) The Management Board initially shall consist of eight (8) Board Members. Each of BG Affiliate Group and EXCO Affiliate Group shall be entitled to appoint four (4) Directors, with two (2) Directors appointed by each of the Initial Members for so long as they are Members. Each Member shall also be entitled to designate one Person (each, a “Board Members and Alternate”) to act as such Member’s alternate Director in the absence of one of such Member’s designated Director. The right to appoint the Chairman of the Board (the “Chairman”) shall alternate among the Members, with PBF Member having the initial right to appoint the Chairman. The Chairman shall serve for a term equal to the lesser of (x) [three (3)] years or (y) alternate Board Membersas long as the Member (or one of its Controlled Affiliates) who appointed such Chairman remains a Member. Each of Director may bring to any Board meetings such observers and advisors as it may deem appropriate; provided that (i) the Board Members of the BG Affiliate Group each such observer and (ii) the Board Members of the EXCO Affiliate Group shall be referred to as a separate group (each a “Group”) such advisor acknowledges and agrees that the Management Board shall be comprised of at least two different Groups of Board Members. The Board Members appointed by a Member, or in any absence of such Board Member, any alternate appointed information received by such Member, Person shall only be authorized to represent and bind used for the purpose of evaluating the matters discussed at such Member with respect to any matter which is within the powers of the Management Board and is properly brought before the Management Board. Each alternate Board Member shall be entitled to attend Management Board meetings. The Board Members and alternate Board Members may also bring to any Management Board meetings such advisors as they may deem appropriate. Each Affiliated Member Group shall appoint its initial Board Members and alternate Board Members by notice to the other Members on meeting or prior to the first meeting of the Management Board or the first required vote of the Management Board. All actions of advising a Member with respect to a Management Board its rights and obligations hereunder, and (ii) such Persons are bound by confidentiality obligations at least as stringent as those set forth in Section 15.9, the Members understanding and agreeing, however, that each Member shall be taken through responsible for any breach of such confidentiality obligations by its Board respective observers and advisors, and further, that each Member will, at its own expense, restrain its respective observers and advisors from prohibited or unauthorized disclosure of such information. The initial Directors designated by the Members or alternate Board Membersare set forth on Appendix IV. (b) Each of BG Affiliate Group and EXCO Affiliate Group Member shall have the right to change any of its Director(s) or its Board Members and its alternate Board Members Alternate at any time by giving notice of such change to the Company and the each other MembersMember. (c) Any Neither the Directors nor the Board Member designated in accordance with this section shall Alternates need be immediately removed from the Management Board at any time that the Affiliated Member Group that designated such Board Member ceases to own any Member Interest. (d) A Board Member need not be a resident residents of the State of Delaware. A Each Director and Board Member Alternate shall hold office until the such Director’s or Board Member’s Alternate’s, as applicable, successor shall be duly elected and shall qualify designated or until the such Director’s or Board Alternate’s, as applicable, earlier of such Board Member’s withdrawal, death, removal or resignation. (ed) A Person that serves as a Director or Board Member Alternate shall not be required to be a Director or Board Member Alternate, as applicable, as his sole and exclusive occupation, and a Directors and Board Member Alternates may have other business interests and may engage in other investments, occupations and activities in addition to those relating to the Company and its Subsidiaries. (e) If (i) a Member’s Director is absent or unavailable or there is a vacancy in such Member’s Director position, and (ii) such Member provides notice to each other Member of such unavailability or vacancy, as applicable, then such Member’s Board Alternate shall be authorized to act as a “Director” for all purposes hereunder for the duration of such designated Director’s absence. (f) If a Member that has designated more than one Director ceases to hold more than a 25% Percentage Interest in the Company, then (i) such Member’s right to designate more than one Director shall be extinguished and (ii) such Member shall remove the additional Directors that it has designated (save one Director) from the Board.

Number, Tenure and Qualification. (a) The Management Board shall consist of eight (8) Board Members. Each of BG Affiliate Group and EXCO EOC Affiliate Group shall be entitled to appoint four (4) Board Members and three (3) alternate Board Members. Each of (i) the Board Members of the BG Affiliate Group and (ii) the Board Members of the EXCO EOC Affiliate Group shall be referred to as a separate group (each a “Group”) such that the Management Board shall be comprised of at least two different Groups of Board Members. The Board Members appointed by a Member, or in any absence of such Board Member, any alternate appointed by such Member, shall be authorized to represent and bind such Member with respect to any matter which is within the powers of the Management Board and is properly brought before the Management Board. Each alternate Board Member shall be entitled to attend Management Board meetings. The Board Members and alternate Board Members may also bring to any Management Board meetings such advisors as they may deem appropriate. Each Affiliated Member Group shall appoint its initial Board Members and alternate Board Members by notice to the other Members on or prior to the first meeting of the Management Board or the first required vote of the Management Board. All actions of a Member with respect to a Management Board shall be taken through its Board Members or alternate Board Members. (b) Each of BG Affiliate Group and EXCO EOC Affiliate Group shall have the right to change any of its Board Members and its alternate Board Members at any time by giving notice of such change to the Company and the other Members. (c) Any Board Member designated in accordance with this section shall be immediately removed from the Management Board at any time that the Affiliated Member Group that designated such Board Member ceases to own any Member Interest. (d) A Board Member need not be a resident of the State of Delaware. A Board Member shall hold office until the Board Member’s successor shall be duly elected and shall qualify or until the earlier of such Board Member’s withdrawal, death, removal or resignation. (e) A Person that serves as a Board Member shall not be required to be a Board Member as his sole and exclusive occupation, and a Board Member may have other business interests and may engage in other investments, occupations and activities in addition to those relating to the Company.