Common use of Series EA Right of First Refusal Clause in Contracts

Series EA Right of First Refusal. (a) If any Partner receives a bona fide written offer from a Third Party (a “Third Party Offer”) for the Transfer of all or a part of such Partner’s (and its respective Permitted Transferees) Partnership Interests in Series EA and such Partner (the “EA Offering Partner”) desires to accept and is otherwise permitted to effect such proposed Transfer pursuant to this Article IV, such EA Offering Partner shall deliver written notice of such Third Party Offer (the “EA ROFR Notice”) to the Managing General Partner of the Partnership generally as soon as reasonably practicable, but in no event less than 35 days prior to the date of the proposed Transfer. The date that the EA ROFR Notice is received by the Managing General Partner of the Partnership generally shall constitute the “EA ROFR Notice Date.” Within five Business Days following the EA ROFR Notice Date, the Managing General Partner of the Partnership generally shall send a copy of the EA ROFR Notice along with a letter indicating the EA ROFR Notice Date to EECI and Enbridge Partners (each, a “ROFR Holder” and collectively, the “ROFR Holders”). The EA ROFR Notice shall set forth the identity of the Third Party (including, (x) if such information is not publicly available, information about the identity of the Third Party, (y) the identity of Affiliates of the Third Party and (z) if the Third Party is making the Third Party Offer as a nominee of another Person, the identity of such other Person and its Affiliates), the amount and the Partnership Interests to be sold (the “EA Offered Interests”), the proposed purchase price for the EA Offered Interests (the “EA ROFR Offer Price”), all details of the payment terms and all other material terms and conditions, including the nature of the representations and warranties to be made and the indemnities to be given, in connection with the proposed Transfer. The EA ROFR Offer Price shall be expressed in U.S. dollars, whether or not the form of consideration in the Third Party Offer is wholly or partially cash or cash equivalents.

Series EA Right of First Refusal. (a) If any Partner receives a bona fide written offer from a Third Party (a “Third Party Offer”) Offer for the Transfer of all or a part of such Partner’s (and its respective Permitted Transferees) Partnership Interests in Series EA and such Partner (the “EA Offering Partner”) desires to accept and is otherwise permitted to effect such proposed Transfer pursuant to this Article IV, such EA Offering Partner shall deliver written notice of such Third Party Offer (the “EA ROFR Notice”) to the Managing General Partner of the Partnership generally as soon as reasonably practicable, but in no event less than 35 days prior to the date of the proposed Transfer. The date that the EA ROFR Notice is received by the Managing General Partner of the Partnership generally shall constitute the “EA ROFR Notice Date.” Within five Business Days following the EA ROFR Notice Date, the Managing General Partner of the Partnership generally shall send a copy of the EA ROFR Notice along with a letter indicating the EA ROFR Notice Date to EECI and Enbridge Partners (each, a “ROFR Holder” and collectively, the “ROFR Holders”). The EA ROFR Notice shall set forth the identity of the Third Party (including, (x) if such information is not publicly available, information about the identity of the Third Party, (y) the identity of Affiliates of the Third Party and (z) if the Third Party is making the Third Party Offer as a nominee of another Person, the identity of such other Person and its Affiliates), the amount and the Partnership Interests to be sold (the “EA Offered Interests”), the proposed purchase price for the EA Offered Interests (the “EA ROFR Offer Price”), all details of the payment terms and all other material terms and conditions, including the nature of the representations and warranties to be made and the indemnities to be given, in connection with the proposed Transfer. The EA ROFR Offer Price shall be expressed in U.S. dollars, whether or not the form of consideration in the Third Party Offer is wholly or partially cash or cash equivalents.