Common use of No Adjustments for Certain Items Clause in Contracts

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi), no adjustment shall be made to the Series A Conversion Rate pursuant to Section 5.12(b)(vi)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3) any grant of Common Units or options, warrants, rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4) any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP or any of their respective Affiliates, (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, to the extent any such transaction set forth in clause (i), (ii), (iii) or (iv) above is validly approved by the General Partner; (5) the issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.14(b)(vi), no adjustment shall be made to the Series A Conversion Rate Rate, the Series A Conversion Floor Trigger or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.14(b)(vi)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any Any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan;cash; (32) any Any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan);plan); (43) any Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP MPC or any of their respective Affiliates, its Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (iviii) above is validly approved by the General Partner;; or (54) the The issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.14(b)(vi)(E), unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate Rate, Series A Conversion Floor Trigger or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.14(b)(vi)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.8(b)(vi), no adjustment shall be made to the Series A Conversion Rate or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.8(b)(vi)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any Any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (32) any Any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner Board of Directors (including any long-term incentive plan); (43) any Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP NEE or any of their respective Affiliates, its Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (iviii) above is validly approved by the General Partner;Board of Directors; or (54) the The issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.8(b)(vi)(E), unless otherwise determined by the General PartnerBoard of Directors, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.8(b)(vi)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.10(b)(viii), no adjustment shall be made to the Series A Conversion B Distribution Exchange Rate pursuant to Section 5.12(b)(vi)(E5.10(b)(viii)(E) as a result of any of the following: (1) any cash The issuance of Series B PIK Preferred Units or additional Partnership Securities issued in connection with distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B))paid in-kind; (2) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3) any the grant of ENLC Common Units or options, warrants, or rights or other equity interests to purchase or receive ENLC Common Units or the issuance of ENLC Common Units upon the exercise or vesting of any such options, warrants, or rights to employees, officers, or other equity interests directors of ENLC Manager, ENLC, the General Partner, the Partnership, or the Subsidiaries of ENLC or the Partnership in respect of services provided to or for the benefit of the Partnership or its Subsidiariesany such entity, under compensation plans and agreements approved in good faith by the board of directors of ENLC Manager or the General Partner (including any long-long term incentive plan), as applicable; (43) any the issuance of any ENLC Common Units as all or part of the consideration to effect (i) the closing of any acquisition by ENLC, the Partnership Partnership, or any of their respective Subsidiaries of assets or equity interests of a third party in an arm’s-length transaction, transaction or (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP or any of their respective Affiliates, (iii) the consummation of a merger, consolidation consolidation, or other business combination of ENLC, the Partnership Partnership, or any of their respective Subsidiaries with another entity in which ENLC, the Partnership or such Subsidiary survives and the ENLC Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (ivii) above is validly approved by the General Partner;vote or consent of the board of directors ENLC Manager; or (54) the issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything membership interests in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require ENLC for which an adjustment to the Series A Conversion Rate is made under one or more provisions another provision of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.10(b)(viii), unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.11(b)(v), no adjustment shall be made to the Series A Conversion Rate or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.11(b)(v)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B5.11(b)(i)(B)); (2) any issuance of Partnership Interests or securities convertible into Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3) any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its SubsidiariesAffiliates, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4) any issuance of Common Units as all or part of the consideration to effect (iaa) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (iibb) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP ETRN or any of their respective Affiliates, its Affiliates or (iiicc) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (iaa), (ii), (iiibb) or (ivcc) above is validly approved by the General Partner; (5) the issuance of Common Units upon conversion of the Series A Preferred Units or any Series A Parity Securities;; or (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), event and (y) unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.11(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.8(b)(vi), no adjustment shall be made to the Series A Conversion Rate or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.8(b)(vi)(E) as a result of any of the following:: for cash; (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any Any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan;exchange (32) any Any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner Board of Directors (including any long-term incentive plan); (43) any Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP NEE or any of their respective Affiliates, its Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (iviii) above is validly approved by the General Partner;Board of Directors; or (54) the The issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.8(b)(vi)(E), unless otherwise determined by the General PartnerBoard of Directors, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.8(b)(vi)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.14(b)(vi), no adjustment shall be made to the Series A Conversion Rate Rate, the Series A Conversion Floor Trigger or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.14(b)(vi)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any Any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan;cash; (32) any Any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan);plan); (43) any Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP MPC or any of their respective Affiliates, its Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (iviii) above is validly approved by the General Partner;; or (54) the The issuance of Common Units upon conversion of the Series A Preferred Units or Units, Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Securities or Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.14(b)(vi)(E), unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate Rate, Series A Conversion Floor Trigger or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.14(b)(vi)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.11(b)(v), no adjustment shall be made to the Series A Conversion Rate or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.11(b)(v)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B5.11(b)(i)(B)); (2) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3) any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4) any issuance of Common Units as all or part of the consideration to effect (iaa) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (iibb) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP Xxxxxxxx 66 Company or any of their respective Affiliates, its Affiliates or (iiicc) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (iaa), (ii), (iiibb) or (ivccc) above is validly approved by the General Partner;; or (5) the issuance of Common Units upon conversion of the Series A Preferred Units or any Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), event and (y) unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.11(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.11(b)(v), no adjustment shall be made to the Series A Conversion Rate or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.11(b)(v)(E) as a result of any of the following: (1i) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B5.11(b)(i)(B)); (2ii) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3iii) any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4iv) any issuance of Common Units as all or part of the consideration to effect (iaa) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (iibb) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP Xxxxxxxx 66 Company or any of their respective Affiliates, its Affiliates or (iiicc) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (iaa), (ii), (iiibb) or (ivccc) above is validly approved by the General Partner;; or (5v) the issuance of Common Units upon conversion of the Series A Preferred Units or any Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), event and (y) unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.11(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.12(b)(v), no adjustment shall be made to the Series A Conversion Rate Rate, the Series A Redemption Price or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.12(b)(v)(E) of this Agreement as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3) any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4) any issuance of Common Units as all or part of the consideration to effect (iA) the closing of any acquisition by the Partnership or any of its Subsidiaries of assets or equity interests of a third party in an arm’s-length transaction, (ii) transaction or from the closing of any acquisition Contributing Parties in a transaction approved by the Partnership of assets Conflicts Committee in accordance with this Agreement or equity interests of ETE, ETP or any of their respective Affiliates, (iiiB) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, to the extent provided that any such transaction set forth in clause (i), (ii), (iiiA) or (ivB) above of this Section 5.12(b)(v)(F)(4) is validly approved by the General Partner; (5) the issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities;Units; or (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 WarrantsSeries A Parity Securities. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), event and (y) unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.10(b)(v), no adjustment shall be made to the Series A Conversion Rate or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.10(b)(v)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B5.10(b)(i)(B)); (2) any issuance of Partnership Interests or securities convertible into Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3) any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its SubsidiariesAffiliates, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4) any issuance of Common Units as all or part of the consideration to effect (iaa) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (iibb) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP or any of their respective Affiliates, its Affiliates or (iiicc) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (iaa), (ii), (iiibb) or (ivcc) above is validly approved by the General Partner;; or (5) the issuance of Common Units upon conversion of the Series A Preferred Units or any Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), event and (y) unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.10(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi)Paragraph 10, no adjustment shall be made to the Series A B Conversion Rate Rate, the Series B Redemption Price or the Series B Issue Price pursuant to Section 5.12(b)(vi)(EParagraph 10(e) of this Supplemental Terms Annex as a result of any of the following: (1i) any cash distributions made to holders of the Common Units, Subordinated Units or Series A Preferred Units (unless made in breach of Section 5.12(b)(i)(B)Paragraph 6(b) of this Supplemental Terms Annex); (2ii) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3iii) any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4iv) any issuance of Common Units as all or part of the consideration to effect (iA) the closing of any acquisition by the Partnership or any of its Subsidiaries of assets or equity interests of a third party in an arm’s-length transaction, transaction or (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP or any of their respective Affiliates, (iiiB) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, to the extent provided that any such transaction set forth in clause (i), (ii), (iiiA) or (ivB) above of this Paragraph 10(f)(iv) is validly approved by the General Partner; (5v) the issuance of Common Units or Subordinated Units upon conversion of Series A Preferred Units; (vi) the issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities;Subordinated Units; or (6vii) the issuance of Common Units upon conversion of the Class Series B Units; or (7) the issuance of Common Preferred Units upon exercise of the 2018 Warrantsor Series B Parity Securities. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A B Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A B Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), event and (y) unless otherwise determined by the General Partner, no adjustment to the Series A B Conversion Rate or the Series B Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(EParagraph 10(e) of this Supplemental Terms Annex if the Series A B Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A B Preferred Units immediately prior to such event at the then applicable Series A B Conversion Rate, without having to convert their Series A B Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.8(b)(vi), no adjustment shall be made to the Series A Conversion Rate or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.8(b)(vi)(E) as a result of any of the following:: Active.21601985.20 (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any Any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (32) any Any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (43) any Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP NEE or any of their respective Affiliates, its Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (iviii) above is validly approved by the General Partner;; or (54) the The issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.8(b)(vi)(E), unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.8(b)(vi)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.12(b)(v), no adjustment shall be made to the Series A Conversion Rate Rate, the Series A Redemption Price or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.12(b)(v)(E) of this Agreement as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3) any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4) any issuance of Common Units as all or part of the consideration to effect (iA) the closing of any acquisition by the Partnership or any of its Subsidiaries of assets or equity interests of a third party in an arm’s-length transaction, (ii) transaction or from the closing of any acquisition Contributing Parties in a transaction approved by the Partnership of assets Conflicts Committee in accordance with this Agreement or equity interests of ETE, ETP or any of their respective Affiliates, (iiiB) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, to the extent provided that any such transaction set forth in clause (i), (ii), (iiiA) or (ivB) above of this Section 5.12(b)(v)(F)(4) is validly approved by the General Partner; (5) the issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities;Units; or (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 WarrantsSeries A Parity Securities. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), event and (y) unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi‎Section 5.11(b)(v), no adjustment shall be made to the Series A Conversion Rate Rate, the Series A Redemption Price or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E‎Section 5.11(b)(v)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B‎Section 5.11(b)(i)(B)); (2) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3) any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4) any issuance of Common Units as all or part of the consideration to effect (iA) the closing of any acquisition by the Partnership or any of its Subsidiaries of assets or equity interests of a third party in an arm’s-length transaction, (ii) transaction or from the closing of any acquisition Contributing Parties in a transaction approved by the Partnership of assets Conflicts Committee in accordance with this Agreement or equity interests of ETE, ETP or any of their respective Affiliates, (iiiB) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, to the extent provided that any such transaction set forth in clause (i), (ii), (iiiA) or (ivB) above of this ‎Section 5.11(b)(v)(F)(4) is validly approved by the General Partner; (5) the issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities;Units; or (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 WarrantsSeries A Parity Securities. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), event and (y) unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E‎Section 5.11(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.14(b)(vi), no adjustment shall be made to the Series A Conversion Rate Rate, the Series A Conversion Floor Trigger or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.14(b)(vi)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any Any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan;cash; (32) any Any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan);plan); (43) any Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP MPC or any of their respective Affiliates, its Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (iviii) above is validly approved by the General Partner;; or (54) the The issuance of Common Units upon conversion of the Series A Preferred Units or Units, Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Securities or Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.14(b)(vi)(E), unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate Rate, Series A Conversion Floor Trigger or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.14(b)(vi)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.11(b)(vi), no adjustment shall be made to the Series A Conversion Rate or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.11(b)(vi)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any Any issuance of Partnership Interests in exchange for cash; DOMINION ENERGY MIDSTREAM PARTNERS, including pursuant to any distribution reinvestment plan;LP FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (32) any Any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (43) any Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP DEI or any of their respective Affiliates, its Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (iviii) above is validly approved by the General Partner;; or (54) the The issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.11(b)(vi)(E), unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.11(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.11(b)(vi), no adjustment shall be made to the Series A Conversion Rate or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.11(b)(vi)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any Any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (32) any Any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (43) any Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity DOMINION MIDSTREAM PARTNERS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP interests of a third party in an arm’s-length transaction, (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP DRI or any of their respective Affiliates, its Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (iviii) above is validly approved by the General Partner;; or (54) the The issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.11(b)(vi)(E), unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.11(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.12(b)(v), no adjustment shall be made to the Series A Conversion Rate Rate, the Series A Redemption Price or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.12(b)(v)(E) of this Agreement as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3) any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4) any issuance of Common Units as all or part of the consideration to effect (iA) the closing of any acquisition by the Partnership or any of its Subsidiaries of assets or equity interests of a third party in an arm’sarm's-length transaction, (ii) transaction or from the closing of any acquisition Contributing Parties in a transaction approved by the Partnership of assets Conflicts Committee in accordance with this Agreement or equity interests of ETE, ETP or any of their respective Affiliates, (iiiB) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, to the extent provided that any such transaction set forth in clause (i), (ii), (iiiA) or (ivB) above of this Section 5.12(b)(v)(F)(4) is validly approved by the General Partner; (5) the issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities;Units; or (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 WarrantsSeries A Parity Securities. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), event and (y) unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.11(b)(vi), no adjustment shall be made to the Series A Conversion Rate pursuant to Section 5.12(b)(vi)(E5.11(b)(vii)(E) or (F) as a result of any of the following: (1) any cash distributions made The issuance of not more than 2,950,000 C-Corp Shares to holders of the Common Units (unless made General Partner and its Affiliates in breach of Section 5.12(b)(i)(B))exchange for the Incentive Distribution Rights and its General Partner Interest, in each case, effected pursuant to the C-Corporation Conversion; (2) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3) any Any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan);; or (43) any Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, transaction or (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP or any of their respective Affiliates, (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, Outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (ivii) above is validly approved by the General Partner; (54) the The issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities;; or (65) the The issuance of Common Units upon conversion of in the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 WarrantsRights Offering. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.11(b)(vii)(E), unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.11(b)(vii)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi)Paragraph 8, no adjustment shall be made to the Series A Conversion Rate Rate, the Series A Redemption Price or the Series A Issue Price pursuant to Section 5.12(b)(vi)(EParagraph 8(e) of this Supplemental Terms Annex as a result of any of the following: (1i) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)Paragraph 4(b) of this Supplemental Terms Annex); (2ii) any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (3iii) any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (4iv) any issuance of Common Units as all or part of the consideration to effect (iA) the closing of any acquisition by the Partnership or any of its Subsidiaries of assets or equity interests of a third party in an arm’s-length transaction, (ii) transaction or from the closing of any acquisition Contributing Parties in a transaction approved by the Conflicts Committee in accordance with the Partnership of assets Agreement or equity interests of ETE, ETP or any of their respective Affiliates, (iiiB) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, to the extent provided that any such transaction set forth in clause (i), (ii), (iiiA) or (ivB) above of this Paragraph 8(f)(iv) is validly approved by the General Partner; (5v) the issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7vi) the issuance of Common Units upon exercise of the 2018 WarrantsSeries A Parity Securities. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E), event and (y) unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(EParagraph 8(e) of this Supplemental Terms Annex if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(vi5.14(b)(vi), no adjustment shall be made to the Series A Conversion Rate Rate, the Series A Conversion Floor Trigger or the Series A Issue Price pursuant to Section 5.12(b)(vi)(E5.14(b)(vi)(E) as a result of any of the following: (1) any cash distributions made to holders of the Common Units (unless made in breach of Section 5.12(b)(i)(B)); (2) any Any issuance of Partnership Interests in exchange for cash, including pursuant to any distribution reinvestment plan; (32) any Any grant of Common Units or options, warrants, warrants or rights or other equity interests to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants, warrants or rights or other equity interests in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the General Partner (including any long-term incentive plan); (43) any Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) the closing of any acquisition by the Partnership of assets or equity interests of ETE, ETP MPC or any of their respective Affiliates, its Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding, or (iv) the direct or indirect acquisition of all or a portion of the limited liability company interests in the General Partner by the Partnership or a Subsidiary of the Partnership, outstanding to the extent any such transaction set forth in clause (i), (ii), (iii) or (iviii) above is validly approved by the General Partner;; or (54) the The issuance of Common Units upon conversion of the Series A Preferred Units or Series A Parity Securities; (6) the issuance of Common Units upon conversion of the Class B Units; or (7) the issuance of Common Units upon exercise of the 2018 Warrants. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Series A Conversion Rate in respect of such issuance or event. Notwithstanding anything to the contrary in Section 5.12(b)(vi)(E5.14(b)(vi)(E), unless otherwise determined by the General Partner, no adjustment to the Series A Conversion Rate Rate, Series A Conversion Floor Trigger or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(v)(E5.14(b)(vi)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Units issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.