Common use of Responsibility and Authority of the Board Clause in Contracts

Responsibility and Authority of the Board. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOARDWALK GP, LLC organized under the General Corporation Law of the State of Delaware. The Officers shall be vested with such powers and duties as are set forth in Section 6.1 hereof and as are specified by the Board from time to time. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed by the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the MLP Agreement, the Act or applicable law. Notwithstanding herein to the contrary, the Board will not take any action without approval of the Sole Member with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Sole Member’s interests in the Company. The type of extraordinary matter referred to in the prior sentence which requires approval of the Sole Member shall include, but not be limited to, the following: (i) commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company, the MLP General Partner, the MLP or a material subsidiary of any such entity; (ii) a merger, consolidation, recapitalization or similar transaction involving the Company, the MLP General Partner, the MLP or a material subsidiary of any such entity; (iii) a sale, exchange or other transfer not in the ordinary course of business of a substantial portion of the assets of the MLP General Partner, the MLP or a material subsidiary, viewed in each case on a consolidated basis, in one or a series of related transactions; (iv) dissolution or liquidation of the Company, the MLP General Partner or the MLP; (v) a material amendment of the MLP Agreement; and (vi) a material change in the amount of the quarterly distribution made on the Common Units or the payment of a material extraordinary distribution. An extraordinary matter will be deemed approved by the Sole Member if the Board receives a written, facsimile or electronic instruction evidencing such approval from the Sole Member or if a majority of the Directors that do not qualify as Independent Directors because of their affiliation with the Sole Member approve such matter. To the fullest extent permitted by law, a Director, acting as such, shall have no duty, responsibility or liability to the Sole Member with respect to any action by the Board approved as required above by the Sole Member. Notwithstanding anything herein to the contrary, the Sole Member shall have exclusive authority over the business and affairs of the Company that do not relate to management and control of the MLP. The type of matter referred to in the prior sentence where the Sole Member shall have exclusive authority shall include but not be limited to (i) the amount and timing of distributions paid by the Company or the MLP General Partner, (ii) the issuance or repurchase of any equity interests in the Company or the MLP General Partner, (iii) the prosecution, settlement or management of any claim made directly against the Company or the MLP General Partner, (iv) whether to sell, convey, transfer or pledge any asset of the Company or the MLP General Partner, (v) whether to amend, modify or waive any rights relating to the assets of the Company or the MLP General Partner (including the decision to amend or forego distributions in respect of the Incentive Distribution Rights), and (vi) whether to enter into any agreement to incur an FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOARDWALK GP, LLC obligation of the Company or the MLP General Partner other than an agreement entered into for and on behalf of the MLP for which the Company and the or the MLP General Partner are liable exclusively by virtue of the MLP General Partner’s capacity as general partner of the MLP or of any of its affiliates. Further, the Sole Member shall have exclusive authority to cause the Company to exercise the rights of the Company and those of the MLP General Partner, as general partner of the MLP (or those exercisable after the MLP General Partner ceases to be the general partner of the MLP), provided in the following provisions of the MLP Agreement:

Responsibility and Authority of the Board. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOARDWALK GP, LLC organized under the General Corporation Law of the State of Delaware. The Officers shall be vested with such powers and duties as are set forth in Section 6.1 hereof and as are specified by the Board from time to time. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed by the Board, and the day-to-day activities of the Company shall be conducted on the Company’s 's behalf by the Officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the MLP General Partner Agreement, the MLP Partnership Agreement, the Act or applicable law. Notwithstanding herein to the contrary, the Board will not take any action without approval of the Sole Member with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Sole Member’s interests anything in the Company. The type of extraordinary matter referred to in the prior sentence which requires approval of the Sole Member shall include, but not be limited to, the following: (i) commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company, the MLP General Partner, the MLP or a material subsidiary of any such entity; (ii) a merger, consolidation, recapitalization or similar transaction involving the Company, the MLP General Partner, the MLP or a material subsidiary of any such entity; (iii) a sale, exchange or other transfer not in the ordinary course of business of a substantial portion of the assets of the MLP General Partner, the MLP or a material subsidiary, viewed in each case on a consolidated basis, in one or a series of related transactions; (iv) dissolution or liquidation of the Company, the MLP General Partner or the MLP; (v) a material amendment of the MLP Agreement; and (vi) a material change in the amount of the quarterly distribution made on the Common Units or the payment of a material extraordinary distribution. An extraordinary matter will be deemed approved by the Sole Member if the Board receives a written, facsimile or electronic instruction evidencing such approval from the Sole Member or if a majority of the Directors that do not qualify as Independent Directors because of their affiliation with the Sole Member approve such matter. To the fullest extent permitted by law, a Director, acting as such, shall have no duty, responsibility or liability to the Sole Member with respect to any action by the Board approved as required above by the Sole Member. Notwithstanding anything herein this Agreement to the contrary, the Sole Member shall have exclusive authority over the business and affairs of the Company that do not relate to management and control of the MLP. The type of matter referred to in the prior sentence where the Sole Member shall have exclusive authority shall include but not be limited to (i) the amount and timing of distributions paid by the Company or the MLP General Partner, (ii) the issuance or repurchase of any equity interests in the Company or the MLP General Partner, (iii) the prosecution, settlement or management of any claim made directly against the Company or the MLP General Partner, (iv) whether to sell, convey, transfer or pledge any asset of the Company or the MLP General Partner, (v) whether to amend, modify or waive any rights relating to the assets of the Company or the MLP General Partner (including the decision to amend or forego distributions in respect of the Incentive Distribution Rights), and (vi) whether to enter into any agreement to incur an FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOARDWALK GP, LLC obligation of the Company or the MLP General Partner other than an agreement entered into for and on behalf of the MLP for which the Company and the or the MLP General Partner are liable exclusively by virtue of the MLP General Partner’s 's capacity as general partner of the MLP or of any of its affiliatesAffiliates. Further, the Sole Member shall have exclusive authority to cause the Company to exercise the rights of the Company and those of the MLP General Partner, as general partner of the MLP (or those exercisable after the MLP General Partner ceases to be the general partner of the MLP), provided in the following provisions of the MLP Partnership Agreement:

Responsibility and Authority of the Board. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOARDWALK GP, LLC organized under the General Corporation Law of the State of Delaware. The Officers shall be vested with such powers and duties as are set forth in Section 6.1 hereof and as are specified by the Board from time to time. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed by the Board, and the day-to-day activities of the Company shall be conducted on the Company’s 's behalf by the Officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the MLP Partnership Agreement, the Act or applicable law. Notwithstanding anything herein to the contrary, the Board will not take any action without approval of the Sole Member with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Sole Member’s 's interests in the Company. The type of extraordinary matter referred to in the prior sentence which requires approval of the Sole Member shall include, but not be limited to, the following: (i) commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company, the MLP General Partner, the MLP Partnership or a material subsidiary of any such entity; (ii) a merger, consolidation, conversion, recapitalization or similar transaction involving the Company, the MLP General Partner, the MLP Partnership or a material subsidiary of any such entity; (iii) a sale, exchange or other transfer not in the ordinary course of business of a substantial portion of the assets of the MLP General Partner, the MLP Partnership or a material subsidiary, viewed in each case on a consolidated basis, in one or a series of related transactions; (iv) dissolution or liquidation of the Company, the MLP General Partner or the MLPPartnership; (v) a material amendment of the MLP Partnership Agreement; and (vi) a material change in the amount of the quarterly distribution made on the Common Units or the payment of a material extraordinary distributiondistribution by the Partnership. An extraordinary matter will be deemed approved by the Sole Member if the Board receives a written, facsimile or electronic instruction evidencing such approval from the Sole Member or if a majority of the Directors that do not qualify as Independent Directors because of their affiliation with the Sole Member approve such matterMember. To the fullest extent permitted by law, a Director, acting as such, shall have no duty, responsibility or liability to the Sole Member with respect to any action by the Board approved as required above by the Sole Member. Notwithstanding anything herein to the contrary, the Sole Member shall have exclusive authority over the business and affairs of the Company that do not relate to management and control of the MLPPartnership. The type of matter referred to in the prior sentence where the Sole Member shall have exclusive authority shall include include, but not be limited to to, the following: (i) the amount and timing of distributions paid by the Company or the MLP General PartnerCompany, (ii) the issuance or repurchase of any equity interests in the Company or the MLP General PartnerCompany, (iii) the prosecution, settlement or management of any claim made directly against the Company or the MLP General PartnerCompany, (iv) whether to sell, convey, transfer or pledge any asset of the Company or the MLP General PartnerCompany, (v) whether to amend, modify or waive any rights relating to the assets of the Company or the MLP General Partner (including the decision to amend or forego distributions in respect of the Incentive Distribution Rights)Company, and (vi) whether to enter into any agreement to incur an FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOARDWALK GP, LLC obligation of the Company or the MLP General Partner other than an agreement entered into for and on behalf of the MLP Partnership for which the Company and the or the MLP General Partner are is liable exclusively by virtue of the MLP General Partner’s Company's capacity as general partner of the MLP Partnership or of any of its affiliatesAffiliates. Further, the Sole Member shall have exclusive authority to cause the Company to exercise the rights of the Company and those of the MLP General PartnerCompany, as general partner of the MLP Partnership (or those exercisable after the MLP General Partner Company ceases to be the general partner of the MLPPartnership), provided in the following provisions of the MLP Partnership Agreement: