Common use of The Board of Directors; Election and Appointment; Term; Manner of Acting Clause in Contracts

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each Appointed Director shall be appointed by the General Partner and shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV Elected Director shall next be elected at the 2017 Annual Meeting for a four-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting and the Class III Director shall be elected at the 2020 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The initial Board of Directors shall consist of seven the following five individuals, three all of whom shall be Appointed Directors and four serve until the 2014 Annual Meeting: Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxx, Xxxxx Dedegian, Xxxxxxx Xxxxxxxxxx, Xxxxxxxxx Xxxxxxxxx. Following the 2014 Annual Meeting, the Board of Directors shall consist of five individuals, two of whom shall be Appointed Directors and three of whom shall be Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, and Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2014 Annual Meeting, and each Appointed Director shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV I Elected Director shall next be elected at the 2017 2014 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 2014 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting and the Class III Elected Director shall be elected at the 2020 2014 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each Except as provided in paragraph (a)(ii) above with respect to the Elected Directors elected at the 2014 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, and Class III, comprising one two Elected Director and Class IV, comprising one Elected DirectorDirectors. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each Each Appointed Director shall be appointed by the General Partner and shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV II Elected Director shall next be elected at the 2017 Annual Meeting for a fourthree-year term expiring on the date of the fourth third succeeding Annual Meeting, the Class I III Elected Director Directors shall next be elected at the 2018 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, Meeting and the Class II I Elected Director shall next be elected at the 2019 Annual Meeting for a fourthree-year term expiring on the fourth succeeding Annual Meeting and the Class III Director shall be elected at the 2020 Annual Meeting for a four-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each member of the Board of Directors appointed or elected, as the case may be, elected at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Upon the Closing Date, the Board of Directors shall consist of seven individuals, all of whom shall be Appointed Directors. Following the first annual meeting of Unitholders after the Closing Date, the Board of Directors shall consist of seven individuals, three of whom shall be which are Appointed Directors and four of whom shall be which are Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one two Elected DirectorDirectors, Class II, comprising one Elected Director, and Class III, comprising one Elected Director Director. The Board of Directors upon Closing shall consist of the following individuals, each of whom shall hold office until his or her successor is duly elected or appointed, as the case may be, and qualified, in accordance with subclauses (a)(i) and (a)(ii) below, or until his or her earlier death, resignation or removal: Appointed Directors: Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxx; Elected Directors: Class I: Xxxxxx Xxxxxx and Xxxx Karakadas, Class II: Xxxxxxxxxx Xxxxxx and Class IV, comprising one Elected DirectorIII: Leonidas Korres. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2008 Annual Meeting and each Appointed Director shall hold office until his or her successor is duly appointed by the General Partner and qualified or until his or her earlier death, resignation or removal; and (ii) The Class IV I Elected Director Directors shall next be elected at the 2017 2008 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 2008 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting and the Class III Director Elected Directors shall be elected at the 2020 2008 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. At each Annual Meeting after the 2008 Annual Meeting, Elected Directors so classified who are elected to replace those whose terms expire at such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting. (b) Each Except as provided in paragraph (a)(ii) above with respect to Elected Directors elected at the 2008 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his or her successor is duly elected or appointed, as the case may be, and qualified, or until his or her earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The initial Board of Directors shall consist of seven the following five individuals, all of whom shall be Appointed Directors and serve until the 2015 Annual Meeting: Xxxxx Xxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx. Subject to Section 7.2(d), following the 2015 Annual Meeting, the Board of Directors shall consist of five individuals, three of whom shall be Appointed Directors and four two of whom shall be Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, Director and Class III, comprising one Elected Director; provided that prior to the addition of one additional Elected Director and following a Surrender Election pursuant to Section 7.2(d), the Class IV, comprising one III Elected DirectorDirector seat shall be empty. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner Partner, and each Appointed Director shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV I Elected Director shall next be elected at the 2017 2015 Annual Meeting for a fourone-year term expiring on the date of the fourth first succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, and the Class II Elected Director shall be elected at the 2019 2015 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting and (and, if a Surrender Election has been made, the Class III Elected Director shall be elected at the 2020 2015 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting), in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each Except as provided in paragraph (a)(ii) above with respect to the Elected Directors elected at the 2015 Annual Meeting or as provided in paragraphs (d) through (g) below, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (d) The General Partner shall have the right, exercisable in its sole discretion at any time, to elect in writing to surrender its right to appoint one Appointed Director (such election, a “Surrender Election”). If the Surrender Election is made, then in accordance with and at the times specified in Sections 7.2(e) and (f) below, (i) the number of Appointed Directors shall decrease from three to two and (ii) the number of Elected Directors shall increase from two to three. The Partnership shall inform the Limited Partners of the date on which the Surrender Election is made within 30 days following the Surrender Election. (e) If a Surrender Election is made, then, unless Section 7.2(f) applies, the additional Elected Director resulting from the Surrender Election shall be elected at the Annual Meeting next following the Surrender Election. Such Elected Director shall be a Class III Elected Director and shall hold office until the Annual Meeting at which the Class III Elected Director seat would expire. (f) If the Surrender Election is made after the 2015 Annual Meeting, within 90 days following the date of the Surrender Election, the General Partner, the Board of Directors or the Limited Partners may call a special meeting to be held prior to the next Annual Meeting, in accordance with the procedures in Section 13.4, for the sole purpose of the Limited Partners electing an additional Elected Director. Such Elected Director shall be a Class III Elected Director and shall hold office until the Annual Meeting at which the Class III Elected Director seat would expire. (g) On and after the date that an additional Elected Director is elected in accordance with Section 7.2(e) or (f), only two Appointed Directors may be in office at any time. If necessary to satisfy this condition, the General Partner shall, immediately prior to the election of the additional Elected Director and in accordance with Section 7.4(a)(i), designate the Appointed Director whose term shall terminate upon such election.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Upon the Closing Date, the Board of Directors shall consist of seven individuals, all of whom shall be Appointed Directors. Following the first annual meeting of Unitholders after the Closing Date, the Board of Directors shall consist of seven individuals, three of whom shall be which are Appointed Directors and four of whom shall be which are Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one Elected Director, Class II, comprising one two Elected DirectorDirectors, and Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any The vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2015 Annual Meeting and each Appointed Director shall hold office until his or her successor is duly appointed by the General Partner and qualified or until his or her earlier death, resignation or removal; and (ii) The Class IV I Elected Director shall next Directors were be elected at the 2017 2015 Annual Meeting for a fourone-year term expiring to expire on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be were elected at the 2019 2015 Annual Meeting for a fourtwo-year term expiring to expire on the fourth second succeeding Annual Meeting and the Class III Director shall be Elected Directors were elected at the 2020 2015 Annual Meeting for a fourthree-year term expiring to expire on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. At each Annual Meeting after the 2015 Annual Meeting, Elected Directors so classified who are elected to replace those whose terms expire at such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting. (b) Each Except as provided in paragraph (a)(ii) above with respect to Elected Directors elected at the 2015 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his or her successor is duly elected or appointed, as the case may be, and qualified, or until his or her earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The As of the Closing Date, the Board of Directors consists of the following three individuals, all of whom shall serve until the 2015 Annual Meeting and each of whom is an Elected Director: Esa Ikäheimonen, Xxxxxxxx X. XxXxxxxxxx and Xxxx X. Xxxxxx. After the Closing Date and prior to the 2015 Annual Meeting, (i) such Elected Directors may elect an additional Elected Director and (ii) the Transocean Member may appoint three additional directors as Appointed Directors; provided, that the number of Elected Directors must, immediately after such appointment, exceed the number of Appointed Directors. Following the 2015 Annual Meeting, the Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the members of the Board of Directors shall be appointed or elected, as the case may be, as follows:. (ib) Subject Prior to Section 5.11(c)(iv)(D)the Transocean Classification Election Date, each Appointed Director director shall be appointed by serve for a term ending on the General Partner and next succeeding Annual Meeting and, notwithstanding the foregoing, shall hold office serve until his successor is shall have been duly appointed by the General Partner elected and qualified or until his earlier death, resignation or removal; and (ii) . The “Transocean Classification Election Date” shall occur upon the effectiveness of the notice by the Transocean Member that it has elected to cause the Board of Directors to become a classified board as specified in this Section 7.2(b). Such date shall be the date of receipt of such notice unless otherwise specified by the Transocean Member in such notice to be a different date within 180 days following the date of receipt of such notice. Solely upon the written consent of the Transocean Member, the following provisions set forth in this paragraph to classify the Board of Directors shall take place effective upon and commencing as of the Transocean Classification Election Date. The Elected Directors shall be divided into three classes: Class IV I, Class II and Class III. Each Elected Director shall next be elected at the 2017 Annual Meeting serve for a four-year term expiring ending on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 Annual Meeting for a four-year term expiring on the fourth third succeeding Annual Meeting and following the Class III Director shall be elected at the 2020 Annual Meeting at which directors of that class were elected; provided, however, that the Elected Directors first designated as Class I directors shall serve for a four-year term expiring on the fourth succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each member next following the date of their designation as Class I directors, the Board of Elected Directors appointed or elected, first designated as Class II directors shall serve for a term expiring at the case may be, at an second Annual Meeting next following the date of their designation as Class II directors, and the Elected Directors first designated as Class III directors shall serve for a term expiring at the third Annual Meeting next following the date of their designation as Class III directors. Each such Elected Director shall hold office until the fourth succeeding Annual Meeting and at which that director’s term expires and, notwithstanding the foregoing, shall serve until his successor is shall have been duly elected or appointed, as the case may be, and qualified, qualified or until his earlier death, resignation or removal. (c) Each member . To the extent practicable, the determination of which directors shall initially serve in which class shall be made by the Board of Directors prior to the Transocean Classification Election Date and such determination shall have one vote. The vote of be made promptly upon the majority of the members of Transocean Member’s notice to the Board of Directors present at that it intends to deliver a meeting at which notice of election causing a quorum is present shall Transocean Classification Election Date; however, if no such determination has been made by such date, the determination will be the act of the Board of Directors. A majority of the number of members of made by the Board of Directors then in office shall constitute a quorum for as soon as practicable after the transaction of business at any meeting Transocean Classification Election Date. Without limiting the generality of the Board of Directorsforegoing, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time is authorized to timeassign Elected Directors already in office to Class I, without notice other than announcement at the meeting, until a quorum shall be presentClass II and Class III.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each Appointed Director shall be appointed by the General Partner and shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV Elected Director shall next be elected at the 2017 2021 Annual Meeting for a four-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 2022 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 2023 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting and the Class III Director shall be elected at the 2020 2024 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units and Outstanding Class B Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit or Outstanding Class B Unit having one vote. (b) Each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The initial Board of Directors shall consist of the following four individuals, all of whom shall be Appointed Directors and serve until the 2013 Annual Meeting: Xxxxxx Xxxxxx, Xxxx Xxxxxxx, Yutaka Higurashi and Yoshiyuki Konuma. Following the 2013 Annual Meeting, the Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2013 Annual Meeting, and each Appointed Director shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV I Elected Director shall next be elected at the 2017 2013 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 2013 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting, the Class III Elected Director shall be elected at the 2013 Annual Meeting for a three-year term expiring on the third succeeding Annual Meeting and the Class III IV Director shall be elected at the 2020 2013 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each Except as provided in paragraph (a)(ii) above with respect to the Elected Directors elected at the 2013 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Subject to the Section 16.5(b) and Section 17.5(b), the Board of Directors shall consist of seven five individuals, three two of whom shall be Appointed Directors and four three of whom shall be Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, and Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any Subject to the Section 16.5(b) and Section 17.5(b), any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, resigned in accordance with Section 7.6. The successors of the members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner and on the date of the 2014 Annual Meeting, and, each Appointed Director shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV I Elected Director shall next be elected at the 2017 2014 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 2014 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting and the Class III Elected Director shall be elected at the 2020 2014 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each Except as provided in paragraph (a)(ii) above with respect to the Elected Directors elected at the 2014 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Upon the Closing Date, the Board of Directors shall consist of seven individuals, all of whom shall be Appointed Directors. Following the first annual meeting of Unitholders after the Closing Date, the Board of Directors shall consist of seven individuals, three of whom shall be which are Appointed Directors and four of whom shall be which are Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one two Elected DirectorDirectors, Class II, comprising one Elected Director, and Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any The vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2019 Annual Meeting and each Appointed Director shall hold office until his or her successor is duly appointed by the General Partner and qualified or until his or her earlier death, resignation or removal; and (ii) The Class IV I Elected Director Directors shall next be elected at the 2017 2019 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting and the Class III Director Elected Directors shall be elected at the 2020 2019 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. At each Annual Meeting after the 2019 Annual Meeting, Elected Directors so classified who are elected to replace those whose terms expire at such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting. (b) Each Except as provided in paragraph (a)(ii) above with respect to Elected Directors elected at the 2019 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his or her successor is duly elected or appointed, as the case may be, and qualified, or until his or her earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The initial Board of Directors shall consist of the following five individuals, all of whom shall be Appointed Directors and serve until the 2012 Annual Meeting: Xxxx Xxxxxxxxxxx, Tor Olav Trøim, Xxxxxxxx Xxxxx, Xxxx Xxxxxx Aas and Xxxx Xxxxx Xx. Pursuant to Section 7.2(b), prior to the 2012 Annual Meeting, the General Partner may appoint two additional directors. Following the 2012 Annual Meeting, the Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, and Class III, comprising one two Elected Director and Class IV, comprising one Elected DirectorDirectors. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2012 Annual Meeting, and each Appointed Director shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV I Elected Director shall next be elected at the 2017 2012 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 2012 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting and the Class III Director Elected Directors shall be elected at the 2020 2012 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each At any time after the Closing Date and prior to the 2012 Annual Meeting, the General Partner may, in its individual capacity, appoint two additional directors, after which time the Board of Directors shall consist of seven individuals. Any such additional director shall be an Appointed Director. (c) Except as provided in paragraph (a)(ii) above with respect to the Elected Directors elected at the 2012 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (cd) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Board of Directors shall consist of seven individuals, three except that upon the Closing Date, there shall be a vacancy of whom one director. Until the first annual meeting of Unitholders after the Closing Date, all members of the Board of Directors shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. Following the first annual meeting of Unitholders after the Closing Date, the Board of Directors shall consist of seven individuals, three members of which shall be Appointed Directors and four members of which shall be Elected Directors. The Elected Directors shall be divided into three classes: Class I, comprising two Elected Directors, Class II, comprising one Elected Director, and Class III, comprising one Elected Director. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2019 Annual Meeting and each Appointed Director shall hold office until his or her successor is duly appointed by the General Partner and qualified or until his or her earlier death, resignation or removal; and (ii) The Class IV I Elected Director Directors shall next be elected at the 2017 2019 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting and the Class III Director Elected Directors shall be elected at the 2020 2019 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. At each Annual Meeting after the 2019 Annual Meeting, Elected Directors so classified who are elected to replace those whose terms expire at such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting. (b) Each Except as provided in paragraph (a)(ii) above with respect to Elected Directors elected at the 2019 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his or her successor is duly elected or appointed, as the case may be, and qualified, or until his or her earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The initial Board of Directors shall consist of the following seven individuals, all of whom shall be Appointed Directors and serve until the 2014 Annual Meeting: Sveinung Støhle, Sxxxxxx Xxxxxx, Cxxxxxxxxx Xxxxxx, Mxxxxx X. Xxxxx, Axxxxx Xxxxxxxx, Rxxxxx Xxxx and Dxxxx Xxxxxx. Following the 2014 Annual Meeting, the Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2014 Annual Meeting, and each Appointed Director shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV I Elected Director shall next be elected at the 2017 2014 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 2014 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting, the Class III Elected Director shall be elected at the 2014 Annual Meeting for a three-year term expiring on the third succeeding Annual Meeting and the Class III IV Director shall be elected at the 2020 2014 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. At each subsequent Annual Meeting, Elected Directors will be elected to succeed the class of Elected Directors whose term has expired by a plurality of the votes of the Outstanding Common Units present in person or by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each Except as provided in paragraph (a)(ii) above with respect to the Elected Directors elected at the 2014 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the existing members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D16.5(b), each the Appointed Director Directors shall be appointed by the General Partner and each Appointed Director shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV Elected Director shall next be elected at the 2017 2018 Annual Meeting for a four-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall next be elected at the 2018 2019 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, the Class II Elected Director shall next be elected at the 2019 2020 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting and the Class III Director shall next be elected at the 2020 2021 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. At each subsequent Annual Meeting, Elected Directors will be elected to succeed the class of Elected Directors whose term has expired by a plurality of the votes of the Outstanding Common Units present in person or by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Except as described below with respect to the Board of Directors upon Closing, the Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, and Class III, comprising one two Elected Directors. The Board of Directors upon Closing may consist of six individuals, provided that a seventh director is appointed within twelve months after the date of the Purchase Agreement. The Board of Director upon Closing shall consist of the following individuals, each of whom shall hold office until his successor is duly elected or appointed, as the case may be, and qualified, in accordance with subclauses (a)(i) and (a)(ii) below, or until his earlier death, resignation or removal: Appointed Directors: Xxxxxxx X. Xxxxxxxxx and Xxxxxxxxx X. Xxxxxxxxx; Elected Directors: Class IVI: Nikolaos Syntychakis, comprising one Elected DirectorClass II: Xxxx Rasterhoff, Class III: Xxxxxxxxx Xxxxxxxxxxx and Xxxxx Xxxxxx. Any The vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2010 Annual Meeting and shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removalevery third succeeding Annual Meeting thereafter; and (ii) The Class IV Elected Director shall next be elected at the 2017 Annual Meeting for a four-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth succeeding 2008 Annual Meeting, the Class II Elected Director shall be elected at the 2019 Annual Meeting for a four-year term expiring on the fourth succeeding 2009 Annual Meeting and the Class III Director Elected Directors shall be elected at the 2020 Annual Meeting for a four-year term expiring on the fourth succeeding 2010 Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units (excluding Common Units owned by Capital Maritime & Trading Corp. and its Affiliates) present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one votevote and for a three-year term expiring on the date of the third succeeding Annual Meeting. At each Annual Meeting after the 2010 Annual Meeting, Elected Directors so classified who are elected to replace those whose terms expire at such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting. (b) Each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Upon the Closing Date, the Board of Directors shall consist of seven individuals, all of whom shall be Appointed Directors. Following the first annual meeting of Unitholders after the Closing Date, the Board of Directors shall consist of seven individuals, three of whom shall be which are Appointed Directors and four of whom shall be which are Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one Elected Director, Class II, comprising one two Elected DirectorDirectors, and Class III, comprising one Elected Director and Class IV, comprising one Elected Director. Any The vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2015 Annual Meeting and each Appointed Director shall hold office until his or her successor is duly appointed by the General Partner and qualified or until his or her earlier death, resignation or removal; and (ii) The Class IV I Elected Director Directors shall next be elected at the 2017 2015 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 2015 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting and the Class III Director Elected Directors shall be elected at the 2020 2015 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. At each Annual Meeting after the 2015 Annual Meeting, Elected Directors so classified who are elected to replace those whose terms expire at such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting. (b) Each Except as provided in paragraph (a)(ii) above with respect to Elected Directors elected at the 2015 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his or her successor is duly elected or appointed, as the case may be, and qualified, or until his or her earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Upon the Closing Date, the Board of Directors shall consist of seven individuals, all of whom shall be Appointed Directors. Following the first annual meeting of Unitholders after the Closing Date, the Board of Directors shall consist of seven individuals, three of whom shall be which are Appointed Directors and four of whom shall be which are Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one two Elected DirectorDirectors, Class II, comprising one Elected Director, and Class III, comprising one Elected Director Director. The Board of Directors upon Closing shall consist of the following individuals, each of whom shall hold office until his or her successor is duly elected or appointed, as the case may be, and qualified, in accordance with subclauses (a)(i) and (a)(ii) below, or until his or her earlier death, resignation or removal: Appointed Directors: Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxx; Elected Directors: Class I: Xxxxxx Xxxxxx and Xxxx Karakadas, Class II: Xxxxxxxxxx Xxxxxx and Class IV, comprising one Elected DirectorIII: Leonidas Korres. Any The vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner on the date of the 2008 Annual Meeting and each Appointed Director shall hold office until his or her successor is duly appointed by the General Partner and qualified or until his or her earlier death, resignation or removal; and (ii) The Class IV I Elected Director Directors shall next be elected at the 2017 2008 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 2008 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting and the Class III Director Elected Directors shall be elected at the 2020 2008 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. At each Annual Meeting after the 2008 Annual Meeting, Elected Directors so classified who are elected to replace those whose terms expire at such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting. (b) Each Except as provided in paragraph (a)(ii) above with respect to Elected Directors elected at the 2008 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his or her successor is duly elected or appointed, as the case may be, and qualified, or until his or her earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The initial Board of Directors shall consist of the following five individuals, all of whom shall serve until the 2013 Annual Meeting: Xxxx Xxxxxxxxxxx, Tor Olav Trøim, Xxxxxx Xxxxxxxx, Xxxx Xxxxxx and Xxxxxx Xxxxxxxxx. Pursuant to Section 7.2(b), prior to the 2013 Annual Meeting, the Seadrill Member may appoint two additional directors. Following the 2013 Annual Meeting, the Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Beginning with the 2013 Annual Meeting, the Elected Directors shall be divided into four three classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, and Class III, comprising one two Elected Director and Class IV, comprising one Elected DirectorDirectors. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the initial members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D), each The Appointed Director Directors shall be appointed by the General Partner Seadrill Member on or prior to the date of the 2013 Annual Meeting, and each Appointed Director shall hold office until his successor is duly appointed by the General Partner Seadrill Member and qualified or until his earlier death, resignation or removal; and (ii) The Class IV I Elected Director shall next be elected at the 2017 2013 Annual Meeting for a fourone-year term expiring on the date of the fourth succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth first succeeding Annual Meeting, the Class II Elected Director shall be elected at the 2019 2013 Annual Meeting for a fourtwo-year term expiring on the fourth second succeeding Annual Meeting and the Class III Director Elected Directors shall be elected at the 2020 2013 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each At any time after the Closing Date and prior to the 2013 Annual Meeting, the Seadrill Member may, in its individual capacity, appoint two additional directors, after which time the Board of Directors shall consist of seven individuals. (c) Except as provided in paragraph (a)(ii) above with respect to the Elected Directors elected at the 2013 Annual Meeting, each member of the Board of Directors appointed or elected, as the case may be, at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (cd) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Board of Directors; Election and Appointment; Term; Manner of Acting. (a) The Board of Directors shall consist of seven individuals, three of whom shall be Appointed Directors and four of whom shall be Elected Directors. The Elected Directors shall be divided into four three classes: Class I, comprising one Elected Director, Class II, comprising one Elected Director, and Class III, comprising one two Elected Director and Class IV, comprising one Elected DirectorDirectors. Any vacancy among the Appointed Directors shall be filled as if an Appointed Director had resigned, in accordance with Section 7.6. The successors of the existing members of the Board of Directors shall be appointed or elected, as the case may be, as follows: (i) Subject to Section 5.11(c)(iv)(D16.5(b), each Appointed Director shall be appointed by the General Partner and shall hold office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal; and (ii) The Class IV III Elected Director Directors shall next be elected at the 2017 2018 Annual Meeting for a fourthree-year term expiring on the date of the fourth third succeeding Annual Meeting, the Class I Elected Director shall be elected at the 2018 Annual Meeting for a four-year term expiring on the fourth succeeding Annual Meeting, the Class II Elected Director shall next be elected at the 2019 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting and the Class III II Elected Director shall next be elected at the 2020 Annual Meeting for a fourthree-year term expiring on the fourth third succeeding Annual Meeting, in each case by a plurality of the votes of the Outstanding Common Units present in person or represented by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. At each subsequent Annual Meeting, Elected Directors will be elected to succeed the class of Elected Directors whose term has expired by a plurality of the votes of the Outstanding Common Units present in person or by proxy at the Annual Meeting with each Outstanding Common Unit having one vote. (b) Each member of the Board of Directors appointed or elected, as the case may be, elected at an Annual Meeting shall hold office until the fourth third succeeding Annual Meeting and until his successor is duly elected or appointed, as the case may be, and qualified, or until his earlier death, resignation or removal. (c) Each member of the Board of Directors shall have one vote. The vote of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the members of the Board of Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.