If, after the Class B Closing Date, the Partnership # makes a distribution on its Common Units in Common Units, # subdivides or splits its outstanding Common Units into a greater number of Common Units, # combines

The Subscribers hereby agree to purchase and subscribe for, and the Company hereby agrees to issue and sell [[Organization B:Organization]] Subscribers, the Common Units, in the amounts set forth on [Schedule 11] next to such Subscriber’s name (“Subscriber’s Applicable Common Units Amount”), in consideration of, and subject to, the transfer and assignment of such Subscriber’s Assigned Interest [[Organization B:Organization]] pursuant [[Organization B:Organization]] Master Assignment and Assumption Agreement. Subject [[Organization B:Organization]] satisfaction of the conditions set forth herein, such Common Units shall be issued substantially simultaneously with the transfer and assignment of such Subscriber’s Assigned Interest [[Organization B:Organization]] pursuant [[Organization B:Organization]] Master Assignment and Assumption Agreement.

Distributions with Respect to Unexchanged Common Units. No distributions declared or made with respect to Company Shares with a record date after the Effective Time shall be paid to the holder of any Common Units with respect to the Company Shares that such holder would be entitled to receive in accordance herewith until such holder shall deliver the required documentation and surrender any Certificate as contemplated by this Section 3.3. Subject to applicable Law, following compliance with the requirements of [Section 3.3(b)], there shall be paid to such holder of the Company Shares issuable in exchange therefor, without interest, # promptly after the time of such compliance, the amount of distributions with a record date after the Effective Time theretofore paid with respect to the Company Shares and payable with respect to such Company Shares and # at the appropriate payment date, the amount of distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such compliance payable with respect to such Company Shares.

“Common Units” means the common units and subordinated units representing limited partnership interests in the MLP.

“Common Units” means the common units and subordinated units representing limited partner interests in the Partnership.

“Voting Units” means Partnership Common Units, Class I High Performance Partnership Units and any other class of Partnership Units having the same voting or approval rights as Partnership Common Units.

#First, to the holders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances attributable to the Common Units and LTIP Units in accordance with such balances until their Economic Capital Account Balances attributable to the Common Units and LTIP Units are reduced to zero;

“Common Units” means common units representing limited partner interests in MLP.

“Common Units” means the common units of limited partner interests in EPD.

“Cost” means, # with respect to any Restricted Common Units or Common Units that were converted from shares of common stock of Chinos pursuant [[Organization B:Organization]] Chinos Merger that were previously subject to vesting restrictions, $0, and # with respect to all other Common Units, the price paid for the shares of common stock of Chinos that were converted to such Common Units pursuant [[Organization B:Organization]] Chinos Merger.