Common use of Restrictions on the Disposition of an Interest Clause in Contracts

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited Partners, the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s 's interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s 's notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited Partners, the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s 's legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “"investment company” " required to register under the Investment Company Act, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s 's invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s 's legal counsel, result in the Partnership becoming an “"investment company” " required to register under the Investment Company Act, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s 's estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s 's interest in the Partnership shall be conclusive and binding on the deceased Partner’s 's estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of a Class B Limited PartnersPartner, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners Partner effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the a Class B Limited PartnersPartner, the Sharing Points of the Class B Limited Partners Partner effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners Partner effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company ActAct of 1940, and (ii) unless such Disposition or admission would not result in the Partnership Partnership’s being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company ActAct of 1940, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD EPE Units held by the Partnership were sold at a price equal to the closing sale price per EPD EPE Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest Except as specifically provided in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed3.03, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited Partners, the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to Company may not be effected without the death consent of (i) a Limited Partner that would, in the opinion majority of the Partnership’s legal counselManagers who are Members (excluding any Manager who is making such Disposition), result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner shall have the right to purchase such interest from the estate or (or beneficiariesii) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all there are no Managers of the EPD Units held by the Partnership were sold at type described in clause (i), a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04Required Interest. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership Company other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio. (b) Notwithstanding the provisions of Section 3.03(a), the interest of any Member in the Company may be transferred without the consent of the Managers or any of the Members if (i) the transfer occurs by reason of or incident to the death, dissolution, divorce, liquidation, merger or termination of the transferor Member, and (ii) the transferee is a Permitted Transferee. A "Permitted Transferee" is any member of such Member's immediate family, or a trust, corporation, limited liability company, or partnership controlled by such Member or members of such Member's immediate family, or another Person controlling, controlled by, or under common control with such Member. (c) Subject to the provisions of Section 3.03(d), (e) and (f), (i) a Person to whom an interest in the Company is transferred has the right to be admitted to the Company as a Member with the Sharing Ratio and the Commitment so transferred to such Person, if (A) the Member making such transfer grants the transferee the right to be so admitted, and (B) such transfer is consented to in accordance with Section 3.03(a); (ii) a Permitted Transferee under the circumstances described in Section 3.03 (b)has the right to be admitted to the Company as a Member with the Sharing Ratio and the Commitment so transferred to the Permitted Transferee; and (iii) the Company or (with the permission of the Company, which may be withheld in its sole discretion) a Lending Member may grant the purchaser of a Delinquent Member's interest in the Company at a foreclosure of the security interest therein granted pursuant to Section 4.03(b) the right to be admitted to the Company as a Member with such Sharing Ratio and such Commitment (no greater than the Sharing Ratio and the Commitment of the Member effecting such Disposition prior thereto) as they may agree. (d) The Company may not recognize for any purpose any purported Disposition of all or part of a Membership Interest unless and until the other applicable provisions of this Section 3.03 have been satisfied and the Managers have received, on behalf of the Company, a document (i) executed by both the Member effecting the Disposition (or if the transfer is on account of the death, incapacity, or liquidation of the transferor, its representative) and the Person to which the Membership Interest or part thereof is Disposed, (ii) including the notice address of any Person to be admitted to the Company as a Member and its agreement to be bound by this Operating Agreement with respect to the Membership Interest or part thereof being obtained, (iii) setting forth the Sharing Ratios and the Commitments after the Disposition of the Member effecting the Disposition and the Person to which the Membership Interest or part thereof is Disposed (which together must total the Sharing Ratio and the Commitment of the Member effecting the Disposition before the Disposition), and (iv) containing a representation and warranty that the Disposition was made in accordance with all applicable laws and regulations (including securities laws) and, if the Person to which the Membership Interest or part thereof is Disposed is to be admitted to the Company, its representation and warranty that the representations and warranties in Section 3.02 are true and correct with respect to that Person. Each Disposition and, if applicable, admission complying with the provisions of this Section 3.03(d) is effective as of the day in which the Managers receive the notification of Disposition and the other requirements of this Section 3.03 have been met. (e) For the right of a Member to Dispose of a Membership Interest or any part thereof or of any Person to be admitted to the Company in connection therewith to exist or be exercised, (i) either (A) the Membership Interest or part thereof subject to the Disposition or admission must be registered under the Securities Act of 1933, as amended, and any applicable state securities laws or (B) the Company must receive a favorable opinion of the Company's legal counsel or of other legal counsel acceptable to the Managers to the effect that the Disposition or admission is exempt from registration under those laws and (ii) the Company must receive a favorable opinion of the Company's legal counsel or of other legal counsel acceptable to the Managers to the effect that the Disposition or admission, when added to the total of all other sales, assignments, or other Dispositions within the preceding 12 months, would not result in the Company's being considered to have terminated within the meaning of the Code. The Managers, however, may waive the requirements of this Section 3.03(e). (f) The Member effecting a Disposition and any Person admitted to the Company in connection therewith shall pay, or reimburse the Company for, all costs incurred by the Company in connection with the Disposition or admission (including, without limitation, the legal fees incurred in connection with the legal opinions referred to in Section 3.03(e)) on or before the tenth day after the receipt by that Person of the Company's invoice for the amount due. If payment is not made by the date due, the Person owing that amount shall pay interest on the unpaid amount from the date due until paid at a rate per annum equal to the Default Interest Rate.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose A disposition of all or part of its an interest in the Partnership Company may not be effected without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied withMember. (b) Subject to the provisions of Sections 3.03(c)this Section 3.03, (di) and (e), a permitted transferee of all or a part of a Partner’s an Entity to which an interest in the Partnership shall Company is transferred has the right to be admitted to the Partnership Company as a General Partner Member with the Sharing Ratio and the Commitment so transferred to such Person, if (A) the Member making such transfer grants the transferee the right to be so admitted, and (B) such transfer is consented to in accordance with Section 3.03(a), and (ii) the Company or (with the permission of the Company, which may be withheld in its sole discretion) a Limited Partner (as applicable) with, Lending Member may grant the purchaser of a Delinquent Member's interest in the case Company at a foreclosure of Class B Limited Partners, the security interest therein granted pursuant to Section 4.03(b) the right to be admitted to the Company as a Member with such Sharing Points Ratio and such Commitment (no greater than the Sharing Points Ratio and the Commitment of the Class B Limited Partners Member effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee they may agree. (c) The Partnership shall Company may not recognize for any purpose any purported Disposition of an interest in the Partnership all or distributions therefrom part of a Membership Interest unless and until the other applicable provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner Member has received, on behalf of the Company, a document (i) executed by both the Partner Member effecting such the Disposition (or if the transfer is on account of the death, incapacity, or liquidation of the transferor, its representative) and the Person to which such the Membership interest or interest in distributions are to be part thereof is Disposed, (ii) including the written acceptance by notice address of any Person to be admitted to the Partnership of all the terms Company as a Member and provisions of this Agreement, such Person’s notice address, and an its agreement to be bound by such Person to perform and discharge timely all of the obligations and liabilities these Regulations in respect of the interest Membership Interest or part thereof being obtained, (iii) setting forth, in forth the case Sharing Ratios and the Commitments after the Disposition of the Class B Limited Partners, Member effecting the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest the Membership Interest of part thereof is Disposed after such Disposition (which together shall must total the Sharing Points Ratio and the Commitment of the Class B Limited Partners Member effecting such the Disposition prior theretobefore the Disposition), and (iv) containing a representation and warranty that such Disposition complied the disposition was made in accordance with all applicable laws and regulations (including securities laws) and a and, if the Person to which the Membership Interest or part thereof is Disposed is to be admitted to the Company, its representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such that Person. Each such Disposition disposition and, if applicable, admission shall be complying with the provisions of Section 3.03(b) is effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such Member receives the notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessationmet. (d) Notwithstanding any provision of this Agreement to the contrary, For the right of any Partner a Member to Dispose of an interest in the Partnership a Membership Interest or distributions therefrom any part thereof or of any Person to be admitted to the Partnership Company in connection therewith shall not to exist or be exercised exercised, (i) unless either (A) the Membership Interest of part thereof subject to the Disposition or admission must be registered under the Securities Act of 1933, as amended, and until any applicable state securities laws or (B) the Partnership shall have received Company must receive a favorable opinion of the Partnership’s Company's legal counsel or of other legal counsel acceptable to the General Partner Member to the effect that such the Disposition or admission is not required to be registered exempt from registration under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, those laws and (ii) unless such the Company must receive a favorable opinion of the Company's legal counsel or of other legal counsel acceptable to the Member to the effect that the Disposition or admission admission, when added to the total of all other sales, assignments, or other dispositions within the preceding 12 months, would not result in the Partnership Company's being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 considered to have terminated within the meaning of the Code. The General PartnerMember, however, may waive the requirements of this Section 3.03(d)(i3.03(d). (e) All The Member effecting a Disposition and any Person admitted to the Company in connection therewith will pay, or reimburse the Company for, all costs incurred by the Company in connection with the Disposition or admission (including, without limitation, the legal fees incurred in --in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by on or before the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days tenth day after the receipt by such that Person of the Partnership’s Company's invoice for the amount due. If payment is not made by the date due, the Person owing the amount will pay interest on the unpaid amount from the date due until paid at a rate per annum equal to the Default Interest Rate. (f) In If the event interest is transferred by assignment, the fact of assignment itself entitles the assignee to the right of (i) allocation of income, gain, loss, deduction, credit, or similar items, and to receive distributions to which the assignor is entitled to the extent these items were assigned, and (ii) reasonable information or account of transactions of the Company and to make reasonable inspection of the books and records of the Company. If and until the assignee is made a Member by consent of a Disposition majority of an interest in the Partnership pursuant Members, the assignor continues as a Member. The assignee becomes liable as a Member upon admittance to Membership; and is liable for assignor's obligations, limited to those obligations that were ascertainable at admittance as a Member from these Regulations. The assignor continues to be liable to the death Company regardless of a Limited Partner that wouldassignment of his interest, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in whole or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initiopart.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner Partners may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited Partners, the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company ActAct of 1940, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company ActAct of 1940, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose Except as provided in this Section 3.2 and the Exchange Agreement, a Disposition by a Member of all or any part of its interest in the Partnership without a Membership Interest may be effected only with the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior express written consent of each other Member. Any attempted Disposition by a Required Person of a Membership Interest, or any part thereof, other than in accordance with this Section 3.2 or the terms of the Exchange Agreement is void and then only after Sections 3.03(c), (d) and (e) have been complied withthe Company shall not recognize it. (b) Subject to the provisions of Sections 3.03(cSection 3.2(c), (d) and ), (e), and (f) and the Exchange Agreement, from and after the date that is three years from the Effective Date, a permitted transferee Member may Dispose of part or all of its Membership Interest provided that the Member who wishes to Dispose of its Membership Interest (an "Offeror") first offers such Membership Interest to the other Members (the "Offerees") and Disposes of such Membership Interest in accordance with the following procedures: (i) The Offeror shall give written notice of the material terms of the offer, including the price, terms of payment, the Sharing Ratio of such Offeror's Membership Interest offered and the Sharing Ratios of all Membership Interests then held by the Offeror (an "Offer Notice") to the Offerees and the Company. (ii) Each Offeree shall have 60 days, commencing with the date on which it has received the Offer Notice, to purchase all or part of its proportionate share (to be determined by each Offeree's Sharing Ratio or by such other basis upon which the Offerees agree) of the Membership Interest offered. Any Membership Interest which an Offeree does not elect to purchase may be purchased by the other Offerees in a proportion equal to that which such Offerees' Sharing Ratios bear to each other. (iii) An Offeree may exercise this election to purchase the Membership Interest by giving the Offeror and the Company written notice thereof within 30 days of such Offeree's receipt of the Offer Notice, and the Company shall then specify the date and time of the closing of the purchase at the Company's principal office, which shall be reasonably acceptable to the Offeror and the Offerees, but shall not be later than 60 days following the Offerees' receipt of the Offer Notice (unless the Offerees and the Offeror agree upon another time and/or place of closing). (iv) At the closing, the purchasing Offerees (if any) shall purchase the Membership Interest at the price and on the terms set forth in the Offer Notice, and the Offeror shall deliver such usual and customary documents and instruments of transfer and conveyance. (v) Should the Offerees fail to purchase all of the offered Membership Interests specified in the Offer Notice, then the Offeror shall not be required to Dispose of any of its Membership Interest to the Offerees, but shall be permitted to Dispose of all (but not less than all) of the offered Membership Interest specified in the Offer Notice to a third party on terms no more favorable to the third party than the terms set forth in the Offer Notice (a "Third Party Sale"), provided that the Third Party Sale is consummated within 120 days of the date of the Offer Notice. (vi) In addition to the rights set forth above in this Section 3.2(b), if an Offeror proposes to sell more than 33% of its Membership Interest in one or a part series of Third Party Sales, whether related or unrelated, the Offeror shall give notice to the Offerees and the Company, not less than 30 and not more than 60 days prior to the consummation of the Third Party Sale, of the material terms of the Third Party Sale, including the price, terms of payment, and the Sharing Ratio of such Offeror's Membership Interest offered and the Sharing Ratios of all Membership Interests then held by the Offeror. Each Offeree who so elects by written notice (an "Electing Member") to the Company and the Offerer within 15 days thereafter shall be entitled to sell a Partner’s interest portion of its Membership Interest in the Partnership shall be admitted Third Party Sale that is equal to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than proportion that the Sharing Points Ratio of the Class B Limited Partners effecting such Disposition immediately prior thereto) as Membership Interest being sold, together with that previously sold, bears to the Partner effecting such Disposition and such permitted transferee may agreeSharing Ratio of the Membership Interest originally owned by the Offeror. (c) The Partnership shall Company may not recognize for any purpose any purported Disposition of an interest in the Partnership all or distributions therefrom part of a Membership Interest unless and until the other applicable provisions of this Section 3.03 shall 3.2 have been satisfied and there shall have been delivered to each non-Disposing Member has received, on behalf of the General Partner Company, a document document (i) executed by both the Partner Member effecting such the Disposition and the Person to which such interest the Membership Interest or interest in distributions are to be part thereof is Disposed, , (ii) including the written acceptance by notice address of any Person to be admitted to the Partnership of all the terms Company as a Member and provisions of its agreement to be bound by this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities Agreement in respect of the interest Membership Interest or part thereof being obtained, , (iii) setting forth, in forth the case Sharing Ratios after the Disposition of the Class B Limited Partners, Member effecting the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest the Membership Interest or part thereof is Disposed after such Disposition (which together shall must total the Sharing Points sum of the Class B Limited Partners Sharing Ratios of such Person and the Member effecting such the Disposition prior theretobefore the Disposition), , (iv) containing a representation representations and warranty warranties by such Person and such Member that such the Disposition complied was made in accordance with all applicable laws and regulations (including securities laws) and and (v) containing a representation and warranty coalition to closing requiring a certificate, dated as of the date of the Disposition, duly executed by such Person Person, to the effect that the representations and warranties in Section 3.02 3.2 are true and correct with respect to such that Person. Each such Disposition and, if applicable, admission shall be complying with the provisions of this Section 3.2(c) is effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other all requirements of this Section 3.03 shall 3.2 have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessationmet. (d) Notwithstanding any provision the foregoing, the provisions of this Agreement Section 3.2 shall not apply to any transfer from a Member to its Member Parent, or a Wholly Owned Affiliate, provided that such transferee shall comply with all of the contrary, requirements of Section 3.2(c) hereof. (e) For the right of any Partner a Member to Dispose of an interest in the Partnership a Membership Interest or distributions therefrom or any part thereof and of any Person to be admitted to the Partnership Company in connection therewith shall not to exist or be exercised (if applicable), either (i) unless the Membership Interest or part thereof subject to the Disposition or admission must be registered under the Securities Act of 1933, as amended, and until any applicable state securities laws or (ii) the Partnership shall have received Company must receive a favorable opinion of the Partnership’s Company's legal counsel or of other legal counsel reasonably acceptable to the General Partner each non-Disposing Member to the effect that such the Disposition or admission is not required to be registered exempt from registration under the Securities Act of 1933 or any other applicable securities those laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General PartnerEach non-Disposing Member, however, may waive the requirements of this Section 3.03(d)(i3.2(e). (ef) All The Member effecting a Disposition shall pay, or reimburse the Company for, all costs incurred by the Company in connection with the Disposition or admission (including, without limitation, the legal fees reasonably incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d3.2(e)) incurred by on or before the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days 10th Business Day after the receipt by such Person of the Partnership’s Company's invoice for the amount due by that Person. If payment is not made by the date due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner Person owing such amount shall have pay interest on the right to purchase such interest unpaid amount from the estate (or beneficiaries) of such deceased Partner for date due until paid at a price rate per annum equal to the Default Interest Rate, and such amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds may be withheld from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiariesany future distributions. (g) Any attempted Disposition by a Person Notwithstanding any other provisions of an interest this Agreement, if the Investment Percentage of any Member becomes less than 25% (the "Minority Member"), then for so long as the Minority Member's Investment Percentage remains below 25%, the other Members (the "Majority Members") shall have the option to purchase, pro rata based on their respective Investment Percentages, the Membership Interest (not including any Exchange Securities) of the Minority Member. The Majority Members (or rightany one of them) may initiate procedures to determine the Fair Market Value (as defined in Section 3.3) of the Membership Interest to be purchased in the manner provided in Section 3.3 below. Within 30 days after such determination of Fair Market Value, the Majority Members shall purchase, or any part thereofelect (by notice given to the Minority Member) not to purchase, in or in respect the Membership Interest of the Partnership Minority Member. Once the Majority Members initiate procedures to determine Fair Market Value, the option granted herein shall remain effective for 30 days after such Fair Market Value is finally determined, regardless of whether, during such time, the Minority Member's Investment Percentage becomes 25% or greater. If any of the Majority Members elect not to purchase their pro rata share of the Minority Member's Membership Interest, the other than in accordance with this Section 3.03 shall beMajority Members may purchase such additional share, and is hereby declared, null and void ab initiopro rata based on their respective Investment Percentages.

Restrictions on the Disposition of an Interest. This Section 3.03 shall not apply if there exists a binding Members’ Agreement providing for restrictions on the disposition of Membership Interests. To the extent the provisions of a Members’ Agreement conflict with those herein, the provisions of the Members’ Agreement shall control. (a) No Class B Limited Partner may Dispose of all or part of its interest Except as specifically provided in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed3.03, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited Partners, the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to Company may not be effected without the death of a Limited Partner that would, in the opinion prior written consent of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if and all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04Members. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership Company other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio. (b) Notwithstanding the provisions of Section 3.03(a), the interest of any Member in the Company may be transferred without consent of the Manager or any of the Members if (i) the transfer occurs by reason of or incident to the dissolution, liquidation, merger or termination of the transferor Member, and (ii) the transferee is a Permitted Transferee. A “Permitted Transferee” is a trust, corporation, limited liability company, or partnership which: (i) in the case of USCC FLORIDA ACQUISITION, is an affiliate, wholly owned subsidiary, or parent of USCC FLORIDA ACQUISITION , successor to USCC FLORIDA ACQUISITION’S interest by operation of law or as the result of the merger of USCC FLORIDA ACQUISITION, or to any entity which shall acquire a business segment of USCC FLORIDA ACQUISITION that is involved in the purposes set forth in this Operating Agreement, or to any entity that Controls, is Controlled by or is under common Control with USCC FLORIDA ACQUISITION. (c) Subject to the provisions of Section 3.03(d), (e), and (f), (i) a Person to whom an interest in the Company is transferred has the right to be admitted to the Company as a Member with the Sharing Ratio and the Commitment so transferred to such Person, if (A) the Member making such transfer grants the transferee the right to be so admitted, and (B) such transfer is consented to in accordance with Section 3.03(a); (ii) a Permitted Transferee under the circumstances described in Section 3.03(b) has the right to be admitted to the Company as a Member with the Sharing Ratio and the Commitment so transferred to the Permitted Transferee; and (iii) the Company or (with the permission of the Company, which may be withheld in its sole discretion) a Lending Member may grant the purchaser of a Delinquent Member’s interest in the Company at a foreclosure of the security interest therein granted pursuant to Section 4.03(b) the right to be admitted to the Company as a Member with such Sharing Ratio and such Commitment (no greater than the Sharing Ratio and the Commitment of the Member effecting such Disposition prior thereto) as they may agree. (d) The Company may not recognize for any purpose any purported Disposition of all or part of a Membership Interest unless and until the other applicable provisions of this Section 3.03 have been satisfied and the Manager has received, on behalf of the Company, a document (i) executed by both the Member effecting the Disposition (or if the transfer is on account of the death, incapacity, or liquidation of the transferor, its representative) and the Person to which the Membership Interest or part thereof is Disposed, (ii) including the notice address of any Person to be admitted to the Company as a Member and its agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Sharing Ratios and the Commitments after the Disposition of the Member effecting the Disposition and the Person to which the Membership Interest or part thereof is Disposed (which together must total the Sharing Ratio and the Commitment of the Member effecting the Disposition before the Disposition), and (iv) containing a representation and warranty that the Disposition was made in accordance with all applicable laws and regulations (including securities laws) and, if the Person to which the Membership Interest or part thereof is Disposed is to be admitted to the Company, its representation and warranty that the representations and warranties in Section 3.02 are true and correct with respect to that Person. Each Disposition and, if applicable, admission complying with the provisions of this Section 3.03(d) is effective as of the first day of the calendar month immediately succeeding the month in which the Managers receive the notification of Disposition and the other requirements of this Section 3.03 have been met. (e) For the right of a Member to Dispose of a Membership Interest or any part thereof or of any Person to be admitted to the Company in connection therewith to exist or be exercised, (i) either (A) the Membership Interest or part thereof subject to the Disposition or admission must be registered under the Securities Act of 1933, as amended, and any applicable state securities laws or (B) the Company must receive a favorable opinion of the Company’s legal counsel or of other legal counsel acceptable to the Manager to the effect that the Disposition or admission is exempt from registration under those laws and (ii) the Company must have received a favorable opinion of the Company’s legal counsel or of other legal counsel acceptable to the Manager to the effect that the Disposition or admission, when added to the total of all other sales, assignments, or other Dispositions within the preceding 12 months, would not result in the Company’s being considered to have terminated within the meaning of the Code. The Manager, however, may waive the requirements of this Section 3.03(e). (f) The Member effecting a Disposition and any Person admitted to the Company in connection therewith shall pay, or reimburse the Company, all costs incurred by the Company in connection with the Disposition or admission (including, without limitation, the legal fees incurred in connection with the legal opinions referred to in Section 3.03(e)) on or before the tenth day after the receipt by that Person of the Company’s invoice for the amount due. If payment is not made by the date due, the Person owing that amount shall pay interest on the unpaid amount from the date due until paid at a rate per annum equal to the Default Interest Rate.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner Partners may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx Dxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited Partners, the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company ActAct of 1940, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company ActAct of 1940, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose Except as provided in this Section 3.2 and the Exchange Agreement, a Disposition by a Member of all or any part of its interest in the Partnership without a Membership Interest may be effected only with the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior express written consent of each other Member. Any attempted Disposition by a Required Person of a Membership Interest, or any part thereof, other than in accordance with this Section 3.2 or the terms of the Exchange Agreement is void and then only after Sections 3.03(c), (d) and (e) have been complied withthe Company shall not recognize it. (b) Subject to the provisions of Sections 3.03(cSection 3.2(c), (d) and ), (e), and (f) and the Exchange Agreement, from and after the date that is three years from the Effective Date, a permitted transferee Member may Dispose of part or all of its Membership Interest provided that the Member who wishes to Dispose of its Membership Interest (an "Offeror") first offers such Membership Interest to the other Members (the "Offerees") and Disposes of such Membership Interest in accordance with the following procedures: (i) The Offeror shall give written notice of the material terms of the offer, including the price, terms of payment, the Sharing Ratio of such Offeror's Membership Interest offered and the Sharing Ratios of all Membership Interests then held by the Offeror (an "Offer Notice") to the Offerees and the Company. (ii) Each Offeree shall have 60 days, commencing with the date on which it has received the Offer Notice, to purchase all or part of its proportionate share (to be determined by each Offeree's Sharing Ratio or by such other basis upon which the Offerees agree) of the Membership Interest offered. Any Membership Interest which an Offeree does not elect to purchase may be purchased by the other Offerees in a proportion equal to that which such Offerees' Sharing Ratios bear to each other. (iii) An Offeree may exercise this election to purchase the Membership Interest by giving the Offeror and the Company written notice thereof within 30 days of such Offeree's receipt of the Offer Notice, and the Company shall then specify the date and time of the closing of the purchase at the Company's principal office, which shall be reasonably acceptable to the Offeror and the Offerees, but shall not be later than 60 days following the Offerees' receipt of the Offer Notice (unless the Offerees and the Offeror agree upon another time and/or place of closing). (iv) At the closing, the purchasing Offerees (if any) shall purchase the Membership Interest at the price and on the terms set forth in the Offer Notice, and the Offeror shall deliver such usual and customary documents and instruments of transfer and conveyance. (v) Should the Offerees fail to purchase all of the offered Membership Interests specified in the Offer Notice, then the Offeror shall not be required to Dispose of any of its Membership Interest to the Offerees, but shall be permitted to Dispose of all (but not less than all) of the offered Membership Interest specified in the Offer Notice to a third party on terms no more favorable to the third party than the terms set forth in the Offer Notice (a "Third Party Sale"), provided that the Third Party Sale is consummated within 120 days of the date of the Offer Notice. (vi) In addition to the rights set forth above in this Section 3.2(b), if an Offeror proposes to sell more than 33% of its Membership Interest in one or a part series of Third Party Sales, whether related or unrelated, the Offeror shall give notice to the Offerees and the Company, not less than 30 and not more than 60 days prior to the consummation of the Third Party Sale, of the material terms of the Third Party Sale, including the price, terms of payment, and the Sharing Ratio of such Offeror's Membership Interest offered and the Sharing Ratios of all Membership Interests then held by the Offeror. Each Offeree who so elects by written notice (an "Electing Member") to the Company and the Offeror within 15 days thereafter shall be entitled to sell a Partner’s interest portion of its Membership Interest in the Partnership shall be admitted Third Party Sale that is equal to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than proportion that the Sharing Points Ratio of the Class B Limited Partners effecting such Disposition immediately prior thereto) as Membership Interest being sold, together with that previously sold, bears to the Partner effecting such Disposition and such permitted transferee may agreeSharing Ratio of the Membership Interest originally owned by the Offeror. (c) The Partnership shall Company may not recognize for any purpose any purported Disposition of an interest in the Partnership all or distributions therefrom part of a Membership Interest unless and until the other applicable provisions of this Section 3.03 shall 3.2 have been satisfied and there shall have been delivered to each non-Disposing Member has received, on behalf of the General Partner Company, a document document (i) executed by both the Partner Member effecting such the Disposition and the Person to which such interest the Membership Interest or interest in distributions are to be part thereof is Disposed, , (ii) including the written acceptance by notice address of any Person to be admitted to the Partnership of all the terms Company as a Member and provisions of its agreement to be bound by this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities Agreement in respect of the interest Membership Interest or part thereof being obtained, , (iii) setting forth, in forth the case Sharing Ratios after the Disposition of the Class B Limited Partners, Member effecting the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest the Membership Interest or part thereof is Disposed after such Disposition (which together shall must total the Sharing Points sum of the Class B Limited Partners Sharing Ratios of such Person and the Member effecting such the Disposition prior theretobefore the Disposition), , (iv) containing a representation representations and warranty warranties by such Person and such Member that such the Disposition complied was made in accordance with all applicable laws and regulations (including securities laws) and and (v) containing a representation and warranty condition to closing requiring a certificate, dated as of the date of the Disposition, duly executed by such Person Person, to the effect that the representations and warranties in Section 3.02 3.2 are true and correct with respect to such that Person. Each such Disposition and, if applicable, admission shall be complying with the provisions of this Section 3.2(c) is effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other all requirements of this Section 3.03 shall 3.2 have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessationmet. (d) Notwithstanding any provision the foregoing, the provisions of this Agreement Section 3.2 shall not apply to any transfer from a Member to its Member Parent, or a Wholly Owned Affiliate, provided that such transferee shall comply with all of the contrary, requirements of Section 3.2(c) hereof. (e) For the right of any Partner a Member to Dispose of an interest in the Partnership a Membership Interest or distributions therefrom or any part thereof and of any Person to be admitted to the Partnership Company in connection therewith shall not to exist or be exercised (if applicable), either (i) unless the Membership Interest or part thereof subject to the Disposition or admission must be registered under the Securities Act of 1933, as amended, and until any applicable state securities laws or (ii) the Partnership shall have received Company must receive a favorable opinion of the Partnership’s Company's legal counsel or of other legal counsel reasonably acceptable to the General Partner each non-Disposing Member to the effect that such the Disposition or admission is not required to be registered exempt from registration under the Securities Act of 1933 or any other applicable securities those laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General PartnerEach non-Disposing Member, however, may waive the requirements of this Section 3.03(d)(i3.2(e). (ef) All The Member effecting a Disposition shall pay, or reimburse the Company for, all costs incurred by the Company in connection with the Disposition or admission (including, without limitation, the legal fees reasonably incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d3.2(e)) incurred by on or before the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days 10th Business Day after the receipt by such Person of the Partnership’s Company's invoice for the amount due by that Person. If payment is not made by the date due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner Person owing such amount shall have pay interest on the right to purchase such interest unpaid amount from the estate (or beneficiaries) of such deceased Partner for date due until paid at a price rate per annum equal to the Default Interest Rate, and such amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds may be withheld from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiariesany future distributions. (g) Any attempted Disposition by a Person Notwithstanding any other provisions of an interest this Agreement, if the Investment Percentage of any Member becomes less than 25% (the "Minority Member"), then for so long as the Minority Member's Investment Percentage remains below 25%, the other Members (the "Majority Members") shall have the option to purchase, pro rata based on their respective Investment Percentages, the Membership Interest (not including any Exchange Securities) of the Minority Member. The Majority Members (or rightany one of them) may initiate procedures to determine the Fair Market Value (as defined in Section 3.3) of the Membership Interest to be purchased in the manner provided in Section 3.3 below. Within 30 days after such determination of Fair Market Value, the Majority Members shall purchase, or any part thereofelect (by notice given to the Minority Member) not to purchase, in or in respect the Membership Interest of the Partnership Minority Member. Once the Majority Members initiate procedures to determine Fair Market Value, the option granted herein shall remain effective for 30 days after such Fair Market Value is finally determined, regardless of whether, during such time, the Minority Member's Investment Percentage becomes 25% or greater. If any of the Majority Members elect not to purchase their pro rata share of the Minority Member's Membership Interest, the other than in accordance with this Section 3.03 shall beMajority Members may purchase such additional share, and is hereby declared, null and void ab initiopro rata based on their respective Investment Percentages.

Restrictions on the Disposition of an Interest. (a) No The Class B Limited Partner may not Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a the Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx Dxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of the Class B Limited PartnersPartner, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners Partner effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited PartnersPartner, the Sharing Points of the Class B Limited Partners Partner effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners Partner effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company ActAct of 1940, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company ActAct of 1940, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD EPE Units held by the Partnership were sold at a price equal to the closing sale price per EPD EPE Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose Except as specifically provided in this Section 3.02, no Disposition of all or part of its interest in the a Partnership Interest shall be effected without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the Managing General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of and a Required Interest. Any attempted Disposition by a Person of a Partnership Interest, or any part thereof, other than in accordance with this Section 3.02 shall be null and then only after Sections 3.03(c), (d) and (e) have been complied withvoid ab initio. (b) Subject to the provisions of Sections 3.03(c), (dSection 3.02(d) and (e), any Partner may pledge, assign for security purposes, or otherwise grant a security interest in (and the pledgee, assignee, or secured party may foreclose on) all or part of such Partner's interest in distributions from the Partnership. (c) Any permitted transferee of all or a part of a the Managing General Partner’s interest in the 's Partnership shall be admitted to the Partnership Interest as a General Partner or automatically shall become Managing General Partner and promptly shall notify all other Partners of such change, and any permitted transferee of a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points portion of the Class B Limited Partners effecting such Disposition immediately prior thereto) as Managing General Partner's Partnership Interest may become Managing General Partner on notice from the existing Managing General Partner effecting such Disposition and such permitted transferee may agreeto all other Partners. (cd) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the all or part of a Partnership or distributions therefrom Interest unless and until the other applicable provisions of this Section 3.03 3.02 shall have been satisfied and there shall have been delivered to the Managing General Partner a document (i) executed by both the Partner effecting such Disposition (or, if such transfer is on account of the death, incapacity, dissolution or liquidation of the transferor, its representative) and the Person to which such interest Partnership Interest or interest in distributions are to be part thereof is Disposed, (ii) including the notice address of and the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, Agreement and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest Partnership Interest or part thereof being obtained, (iii) setting forth, in forth the case Sharing Ratios of the Class B Limited Partners, the Sharing Points of the Class B Limited Partners Partner effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points Ratio of the Class B Limited Partners Partner effecting such Disposition prior thereto), and (iv) containing a representation and warranty that such Disposition complied was made in accordance with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person). Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the Managing General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 3.02 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective datemet; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (de) Notwithstanding any provision of this Agreement to the contrary, the The right of any Partner to Dispose of an interest in the a Partnership Interest or distributions therefrom any part thereof or of any Person to be admitted to the Partnership in In connection therewith shall not exist or be exercised unless (i) unless either (A) the Partnership Interest or portion thereof subject to such Disposition or admission shall have been registered under the Securities Act of 1933, as amended, and until any applicable state securities laws or (B) the Partnership shall have received a favorable opinion of the Partnership’s 's legal counsel or of other legal counsel acceptable to the Managing General Partner to the effect that such Disposition or admission is not required to be registered exempt from registration under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, laws and (ii) unless the Partnership shall have received a favorable opinion of the Partnership's legal counsel or of other legal counsel acceptable to the Managing General Partner to the effect that such Disposition or admission admission, when added to the total of all other sales, assignments, or other Dispositions within the preceding 12 months, would not result in the Partnership Partnership's being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 considered to have terminated within the meaning of section 708 of the Code. The General Partner; provided, however, that the Managing General Partner may waive the requirements of this Section 3.03(d)(i3.02(e). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose A Disposition of all or part of its an interest in the Partnership Company may not be effected without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e)Members. Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with.Any attempted Disposition (b) Subject to the provisions of Sections 3.03(cSection 3.2(c), (d) ), and (e), a permitted transferee of all or a part of a Partner’s Person to whom an interest in the Partnership shall Company is transferred has the right to be admitted to the Partnership Company as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than Member with the Sharing Points of Ratio and the Class B Limited Partners effecting Commitment so transferred to such Disposition immediately prior theretoPerson, if (A) as the Partner effecting Member making such Disposition transfer grants the transferee the right to be so admitted, and (B) such permitted transferee may agreetransfer is consented to in accordance with Section 3.2(a). (c) The Partnership shall Company may not recognize for any purpose any purported Disposition of an interest in the Partnership all or distributions therefrom part of a Membership Interest unless and until the other applicable provisions of this Section 3.03 shall 3.2 have been satisfied and there shall the Managers have been delivered to received, on behalf of the General Partner Company, a document (i) executed by both the Partner Member effecting such the Disposition (or if the transfer is on account of the death, incapacity, or liquidation of the transferor, its representative) and the Person to which such interest the Membership Interest or interest in distributions are to be part thereof is Disposed, (ii) including the written acceptance by notice address of any Person to be admitted to the Partnership of all the terms Company as a Member and provisions of its agreement to be bound by this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities Agreement in respect of the interest Membership Interest or part thereof being obtained, and (iii) setting forth, in forth the case Sharing Ratios and the Commitments after the Disposition of the Class B Limited Partners, Member effecting the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest the Membership Interest or part thereof is Disposed after such Disposition (which together shall must total the Sharing Points Ratio and the Commitment of the Class B Limited Partners Member effecting such the Disposition prior theretobefore the Disposition), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be complying with the provisions of this Section 3.2(c) is effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall Managers receive such the notification of Disposition and the other requirements of this Section 3.03 shall 3.2 have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessationmet. (d) Notwithstanding any provision of this Agreement to the contrary, For the right of any Partner a Member to Dispose of an interest in the Partnership a Membership Interest or distributions therefrom any part thereof or of any Person to be admitted to the Partnership Company in connection therewith shall not to exist or be exercised (i) unless and until exercised, the Partnership shall have received Company must receive a favorable opinion of the Partnership’s Company's legal counsel or of other legal counsel acceptable to the General Partner Managers to the effect that such the Disposition or admission is not required admission, when added to be registered under the Securities Act total of 1933 all other sales, assignments, or any other applicable securities lawsDispositions within the preceding 12 months, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, and (ii) unless such Disposition or admission would not result in the Partnership Company's being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in considered to have terminated within the meaning of Section 7704 708 of the Code. The General PartnerManagers, however, may waive the requirements of this Section 3.03(d)(i3.2(d). (e) All The Member effecting a disposition and any Person admitted to the Company in connection therewith shall pay, or reimburse the Company for, all costs incurred by the Company in connection with the Disposition or admission (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions opinion referred to in Section 3.03(d3.2(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the promptly upon receipt by such that Person of the Partnership’s Company's invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner Partners may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx Dxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited Partners, the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company ActAct of 1940, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.this

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to Any attempted Disposition by a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Membership Interest, or any part thereof, other than in accordance with this Section 3.2, is void and then only after Sections 3.03(c), (d) and (e) have been complied withthe Company shall not recognize it. (b) Subject to the provisions of Sections 3.03(cSection 3.2(c), (d) and ), (e), and (f), a permitted transferee Member may Dispose of part or all or a part of a Partner’s interest its Membership Interest provided that the Member who wishes to Dispose of its Membership Interest (an “Offeror”) first offers such Membership Interest (1) in the Partnership shall be admitted case of Class A Membership Interests, to each other Member holding 25% or more of the Partnership as a General Partner or a Limited Partner outstanding Class A Membership Interests, and (as applicable2) with, in the case of Class B Limited PartnersMembership Interests, to all the other Members (such offerees pursuant to (1) or (2) above, the “Offerees”); and Disposes of such Membership Interest in accordance with the following procedures: (i) The Offeror shall give written notice of the material terms of the offer, including the price, terms of payment, Sharing Points Ratio, Investment Percentage and Default Investment Percentage of such Offeror’s Membership Interest offered, the Sharing Ratio, Investment Percentage and Default Investment Percentage of all Membership Interests then held by the Offeror, and, with respect to any Class B Membership Interests offered, the dates and amounts of the capital contributions made in consideration for such Class B Membership Interests, and the amortization schedules of payments with respect thereto pursuant to Section 5.1 (an “Offer Notice”) to the Offerees and the Company. (ii) Each Offeree shall have 60 days, commencing with the date on which it has received the Offer Notice, to purchase all or part of its proportionate share (to be determined by each Offeree’s Sharing Ratio or by such other basis upon which the Offerees agree) of the Membership Interest offered. Any Membership Interest which an Offeree does not elect to purchase may be purchased by the other Offerees in a proportion equal to that which such Offerees’ Sharing Ratios bear to each other. (iii) An Offeree may exercise this election to purchase the Membership Interest by giving the Offeror and the Company written notice thereof within 30 days of such Offeree’s receipt of the Offer Notice, and the Company shall then specify the date and time of the closing of the purchase at the Company’s principal office, which shall be reasonably acceptable to the Offeror and the Offerees, but shall not be later than 60 days following the Offerees’ receipt of the Offer Notice (unless the Offerees and the Offeror agree upon another time and/or place of closing). (iv) At the closing, the purchasing Offerees (if any) shall purchase the Membership Interest at the price and on the terms set forth in the Offer Notice, and the Offeror shall deliver such usual and customary documents and instruments of transfer and conveyance. (v) Should the Offerees fail to purchase all of the offered Membership Interests specified in the Offer Notice, then the Offeror shall not be required to Dispose of any of its Membership Interest to the Offerees, but shall be permitted to Dispose of all (but not less than all) of the offered Membership Interest specified in the Offer Notice to a third party on terms no greater more favorable to the third party than the Sharing Points terms set forth in the Offer Notice (a “Third Party Sale”), provided that the Third Party Sale is consummated within 120 days of the Class B Limited Partners effecting such Disposition immediately prior thereto) as date of the Partner effecting such Disposition and such permitted transferee may agreeOffer Notice. (c) The Partnership shall Company may not recognize for any purpose any purported Disposition of an interest in the Partnership all or distributions therefrom part of a Membership Interest unless and until the other applicable provisions of this Section 3.03 shall 3.2 have been satisfied and there shall have been delivered to each non-Disposing Member has received, on behalf of the General Partner Company, a document document (i) executed by both the Partner Member effecting such the Disposition and the Person to which such interest the Membership Interest or interest in distributions are to be part thereof is Disposed, , (ii) including the written acceptance by notice address of any Person to be admitted to the Partnership of all the terms Company as a Member and provisions of its agreement to be bound by this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities Agreement in respect of the interest Membership Interest or part thereof being obtained, , (iii) setting forthforth the Sharing Ratios, in Investment Percentages and Default Investment Percentages after the case Disposition of the Class B Limited Partners, Member effecting the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest the Membership Interest or part thereof is Disposed after such Disposition (which together shall must total the Sharing Points sum of the Class B Limited Partners respective Sharing Ratios, Investment Percentages and Default Investment Percentages of such Person and the Member effecting such the Disposition prior theretobefore the Disposition), , (iv) containing a representation representations and warranty warranties by such Person and such Member that such the Disposition complied was made in accordance with all applicable laws and regulations (including securities laws) and and (v) containing a representation and warranty condition to closing requiring a certificate, dated as of the date of the Disposition, duly executed by such Person Person, to the effect that the representations and warranties in Section 3.02 3.2 are true and correct with respect to such that Person. Each such Disposition and, if applicable, admission shall be complying with the provisions of this Section 3.2(c) is effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other all requirements of this Section 3.03 shall 3.2 have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessationmet. (d) Notwithstanding any provision the foregoing, the provisions of this Agreement Section 3.2 shall not apply to any transfer from a Member to its Member Parent, or a Wholly Owned Affiliate, provided that such transferee shall comply with all of the contrary, requirements of Section 3.2(c) hereof. (e) For the right of any Partner a Member to Dispose of an interest in the Partnership a Membership Interest or distributions therefrom or any part thereof and of any Person to be admitted to the Partnership Company in connection therewith shall not to exist or be exercised (if applicable), either (i) unless the Membership Interest or part thereof subject to the Disposition or admission must be registered under the Securities Act of 1933, as amended, and until any applicable state securities laws or (ii) the Partnership shall have received Company must receive a favorable opinion of the PartnershipCompany’s legal counsel or of other legal counsel reasonably acceptable to the General Partner each non-Disposing Member to the effect that such the Disposition or admission is not required to be registered exempt from registration under the Securities Act of 1933 or any other applicable securities those laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General PartnerEach non-Disposing Member, however, may waive the requirements of this Section 3.03(d)(i3.2(e). (ef) All The Member effecting a Disposition shall pay, or reimburse the Company for, all costs incurred by the Company in connection with the Disposition or admission (including, without limitation, the legal fees reasonably incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d3.2(e)) incurred by on or before the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days 10th Business Day after the receipt by such Person of the PartnershipCompany’s invoice for the amount due by that Person. If payment is not made by the date due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner Person owing such amount shall have pay interest on the right to purchase such interest unpaid amount from the estate (or beneficiaries) of such deceased Partner for date due until paid at a price rate per annum equal to the Default Interest Rate, and such amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds may be withheld from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiariesany future distributions. (g) Any attempted Disposition by a Person Notwithstanding any other provisions of an interest this Agreement, effective after December 31, 2009, if the Investment Percentage of any Member becomes less than 15% (the “Minority Member”), then for so long as the Minority Member’s Investment Percentage remains below 15% , the other Members (the “Majority Members”) shall have the option to purchase, pro rata based on their respective Investment Percentages, the Class A Membership Interest (not including any Exchange Securities or rightClass B Membership Interests) of the Minority Member. The Majority Members (or any one of them) may initiate procedures to determine the Fair Market Value (as defined in Section 3.3) of the Membership Interest to be purchased in the manner provided in Section 3.3 below. Within 30 days after such determination of Fair Market Value, the Majority Members shall purchase, or any part thereofelect (by notice given to the Minority Member) not to purchase, in or in respect the Class A Membership Interest of the Partnership Minority Member. Once the Majority Members initiate procedures to determine Fair Market Value, the option granted herein shall remain effective for 30 days after such Fair Market Value is finally determined, regardless of whether, during such time, the Minority Member’s Investment Percentage becomes 15% or greater. If any of the Majority Members elect not to purchase their pro rata share of the Minority Member’s Class A Membership Interest, the other than in accordance with this Section 3.03 shall beMajority Members may purchase such additional share, and is hereby declared, null and void ab initiopro rata based on their respective Investment Percentages.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose Except as provided in this Section 3.2, a Disposition by a Member of all or any part of its interest in the Partnership without a Membership Interest may be effected only with the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior express written consent of the other Member. Any attempted Disposition by a Required Person of a Membership Interest, or any part thereof, other than in accordance with this Section 3.2 is void and then only after Sections 3.03(c), (d) and (e) have been complied withthe Company shall not recognize it. (b) Subject to the provisions of Sections 3.03(cSection 3.2(c)-(h), from and after the date that is four years from the Effective Date (d) and (ethe "Standstill Period"), a permitted transferee Member may Dispose of part or all of its Membership Interest to a bona fide third party purchaser provided that the Member who wishes to Dispose of its Membership Interest (an "Offeror") first offers such Membership Interest to the other Member (the "Offeree") and Disposes of such Membership Interest in accordance with the following procedures: (i) The Offeror shall give written notice of the terms of the offer, including but not limited to the price, terms of payment, the Sharing Ratio of such Offeror's Membership Interest offered and the Sharing Ratios of all Membership Interests then held by the Offeror (an "Offer Notice") to the Offeree and the Company. (ii) The Offeree shall have 60 days, commencing with the date on which it has received the Offer Notice, to purchase all of the Membership Interest offered. (iii) The Offeree may exercise this election to purchase the Membership Interest by giving the Offeror and the Company written notice thereof within 60 days of Offeree's receipt of the Offer Notice, and the Company shall then specify the date and time of the closing of the purchase at the Company's principal office, which shall be reasonably acceptable to the Offeror and the Offeree, but shall not be later than 10 days following the Offeree's exercise of its election to purchase the Membership Interest (unless the Offeree and the Offeror agree upon another time and/or place of closing). (iv) At the closing, the purchasing Offeree (if any) shall purchase the Membership Interest at the price and on the terms set forth in the Offer Notice, and the Offeror shall execute and deliver such usual and customary documents and instruments of transfer and conveyance as are required to provide clear title in the transferred Membership Interest to the Offeree, including all deeds, assignments, releases, agreements, receipts or other documents necessary to consummate the transfer of the Membership Interest being sold and delivered upon payment by the Offeree. (v) Should the Offeree fail to purchase all of the offered Membership Interests specified in the Offer Notice, then the Offeror shall not be required to Dispose of any of its Membership Interest to the Offeree, but shall be permitted to Dispose of all of the offered Membership Interest specified in the Offer Notice to a third party on terms no more favorable to the third party than the terms set forth in the Offer Notice (a "Third Party Sale"), provided that the Third Party Sale is consummated within 120 days of the date of the Offer Notice. (vi) If an Offeror proposes to sell any part of its Membership Interest in one or a part series of related Third Party Sales, the Offeror shall give notice to the Offeree and the Company, not less than 30 and not more than 60 days prior to the consummation of the Third Party Sale, of the material terms of the Third Party Sale, including the price, terms of payment, and the Sharing Ratio of such Offeror's Membership Interest offered and the Sharing Ratios of all Membership Interests then held by the Offeror, which terms shall be the same or better to the Offeree than the terms offered to Offeree pursuant to Section 3.2(b)(i) hereof. The Offeree who so elects by written notice (an "Electing Member") to the Company and the Offeror within 15 days thereafter shall be entitled to sell a Partner’s interest portion of its Membership Interest in the Partnership shall be admitted Third Party Sale that is equal to the Partnership as proportion that the Sharing Ratio of the Membership Interest being sold bears to the Sharing Ratio of the entire Membership Interest owned by the Offeror. (vii) Should an Offeror fail or choose not to sell its Membership Interest at the terms previously presented to the Offeree, but rather proposes to sell such Membership Interest to a General Partner or a Limited Partner (as applicable) withthird party on new terms more favorable than such previously presented terms, such Offeror shall offer again to sell its Membership Interest to the Offeree on such new terms, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agreecompliance with this Section 3.2. (c) The Partnership shall Company may not recognize for any purpose any purported Disposition of an interest in the Partnership all or distributions therefrom part of a Membership Interest unless and until the other applicable provisions of this Section 3.03 shall 3.2 have been satisfied and there shall have been delivered to the General Partner non-Disposing Member has received, on behalf of the Company, a document document (i) executed by both the Partner Member effecting such the Disposition and the Person to which such interest the Membership Interest or interest in distributions are to be part thereof is Disposed, , (ii) including the written acceptance by notice address of any Person to be admitted to the Partnership of all the terms Company as a Member and provisions of its agreement to be bound by this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities Agreement in respect of the interest Membership Interest or part thereof being obtained, , (iii) setting forth, in forth the case Sharing Ratios after the Disposition of the Class B Limited Partners, Member effecting the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest the Membership Interest or part thereof is Disposed after such Disposition (which together shall must total the Sharing Points sum of the Class B Limited Partners Sharing Ratios of such Person and the Member effecting such the Disposition prior theretobefore the Disposition), , (iv) containing a representation representations and warranty warranties by such Person and such Member as may be reasonably requested by the non-Disposing Member that such the Disposition complied was made in accordance with all applicable laws and regulations (including securities laws), that any necessary regulatory approvals have been obtained, including representations concerning its solvency and regarding its ability to carry out all obligations of the Offeror to the Company, including its Capital Contribution obligations, and (v) and containing a representation and warranty condition to closing requiring a certificate, dated as of the date of the Disposition, duly executed by such Person Person, to the effect that the representations and warranties in Section 3.02 3.2 are true and correct with respect to such that Person, and that all actions have been taken as are required to provide clear title in the transferred Membership Interest to the Offeree, including all deeds, assignments, releases, agreements, receipts or other documents necessary to consummate the transfer of the Membership Interest being sold and delivered upon payment by the Offeree. Each such Disposition and, if applicable, admission shall be complying with the provisions of this Section 3.2(c) is effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other all requirements of this Section 3.03 shall 3.2 have been met unless so long as the General Partner closing of the purchase and sale pursuant to this Section 3.2(c) shall occur no later than 60 days following the Partner affecting receipt of the election by the non-Disposing Member or the later receipt of all required regulatory and other approvals and in no event later than 180 days following receipt of such Disposition agree to a different effective date; provided, however, that if there election. Such closing shall be only one General Partner subject to (i) the receipt of all required regulatory and such Disposition or admission and, as a result other approvals and in no event later than 180 days following receipt of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed election and (ii) the satisfaction of all amounts due hereunder in connection with the disposition by the Disposing Party or the Person being admitted as a General Partner immediately prior to such cessationMember. (d) Notwithstanding any provision the foregoing, the provisions of this Agreement Section 3.2 shall not apply to any transfer from a Member to its Member Parent, or a direct or indirect wholly owned subsidiary of its Member Parent, provided that such Member Parent guarantees the performance of all of such Member's obligations to the contraryCompany, and provided further that such transferee shall comply with all of the requirements of Section 3.2(c) hereof. (e) For the right of any Partner a Member to Dispose of an interest in the Partnership a Membership Interest or distributions therefrom or any part thereof and of any Person to be admitted to the Partnership Company in connection therewith shall not to exist or be exercised (if applicable), either (i) unless the Membership Interest or part thereof subject to the Disposition or admission must be registered under the Securities Act of 1933, as amended, and until any applicable state securities laws or (ii) the Partnership shall have received Company must receive a favorable opinion of the Partnership’s Company's legal counsel or of other legal counsel reasonably acceptable to the General Partner each non-Disposing Member to the effect that such the Disposition or admission is not required to be registered exempt from registration under the Securities Act of 1933 or any other applicable securities those laws and regarding compliance with laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General PartnerEach non-Disposing Member, however, may waive the requirements of this Section 3.03(d)(i3.2(e). (ef) All In the event that (i) a Member effects a Disposition, or (ii) an Offeror determines not to Dispose of its Membership Interest after having delivered an Offer Notice to the other Members, the Member effecting such Disposition and any Person admitted to the Company in connection with such Disposition or the Offeror, as the case may be, shall pay, or reimburse the Company and the other Member for, all reasonable, documented costs incurred by the Company and the other Member in connection with the Disposition, admission or evaluation of the Offer (including, without limitation, the legal fees reasonably incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d3.2(e)) incurred on or before the 10th Business Day after the receipt of the Company's and the other Member's invoices for the amount due by that Person. If payment is not made by the Partnership date due, the Person owing such amount shall pay interest on the unpaid amount from the date due until paid at a rate per annum equal to the Default Interest Rate, and such amount may be withheld from any future distributions. In addition to the foregoing, the Member effecting such Disposition and any Person admitted to the Company in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after hereby agrees to indemnify and hold the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner shall have the right to purchase such interest other Member harmless from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or and against any material adverse affect on such other applicable trading market) on the day prior Member's present or future allocable share of Company income or loss in respect of its Membership Interest as compared to the exercise such other Member's present or future allocable share of Company income or loss in respect of its Membership Interest if there had not been such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiariesDisposition. (g) Any attempted Disposition by Notwithstanding anything herein to the contrary, RCN-Sub may not transfer or assign its Membership Interest to a Person of an interest or right, or any part thereof, in or in respect third party after the Standstill Period if PCI-Sub can reasonably demonstrate that the failure of the Partnership other than benefits of one or more of the RCN Agreements to survive such transfer or assignment would have a material adverse impact on the ability of the Company to conduct the Relevant Business in accordance with this Section 3.03 shall the Relevant Market. (h) The Members and any Offeree acquiring a Member's Membership Interest in the Company agree that the obligations under the Support Services Agreement and the PCI Support Services Agreement, as the case may be, shall, at the option of the non-Disposing Member, survive the transfer or assignment of the transferring Member's equity interest in the Company for a minimum of five years thereafter. Each of the Members agrees that the benefits of the use of the IRU Agreement, the Master Facility Lease Agreement and the Overhead Attachment Agreements (in the event PCI-Sub is hereby declaredthe Disposing Member) and the Assignment of Benefits Agreement (in the event RCN-Sub is the Disposing Member) will, null at the option of the non-Disposing Member, continue under the terms and void ab initioconditions thereof.

Restrictions on the Disposition of an Interest. (a) No The Class B Limited Partner may not Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a the Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of the Class B Limited PartnersPartner, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners Partner effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited PartnersPartner, the Sharing Points of the Class B Limited Partners Partner effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners Partner effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company ActAct of 1940, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company ActAct of 1940, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD TEPPCO Units held by the Partnership were sold at a price equal to the closing sale price per EPD TEPPCO Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

Restrictions on the Disposition of an Interest. (a) No The Class B Limited Partner may not Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a the Class B Limited Partner may Dispose of all of its interest upon the death of such the Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interestthe Class B Limited Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of the Class B Limited PartnersPartner, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners Partner effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited PartnersPartner, the Sharing Points of the Class B Limited Partners Partner effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners Partner effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company ActAct of 1940, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company ActAct of 1940, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD TPP Units held by the Partnership were sold at a price equal to the closing sale price per EPD TPP Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest Except as provided in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (dSection 3.2(e) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(cf), (d) and (e)a Disposition by a Member, in whole or in part, of a Membership Interest may not be effected. Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to Any attempted Disposition by a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Membership Interest, in whole or in part, other than in accordance with this Section 3.2 is void and then only after Sections 3.03(c), (d) and (e) have been complied withthe Company shall not recognize it. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee The Company may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition Disposi­tion, in whole or in or part, of an interest in the Partnership or distributions therefrom a Membership Interest unless and until the provisions other applicable provi­sions of this Section 3.03 shall 3.2 have been satisfied or waived by the Members and there shall the non-Disposing Members have been delivered to received, on behalf of the General Partner Company, a document (i) executed by both the Partner Member effecting such the Disposition (or if the transfer is on account of the death or incapacity of the transferor, its representative) and the Person to which such interest whom the Membership Interest or interest in distributions are to be part thereof is Disposed, (ii) including the written acceptance by notice address of any Person to be admitted to the Partnership of all the terms Company as a Member and provisions of its agreement to be bound by this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities Agreement in respect of the interest Membership Interest or part thereof being obtained, and (iii) setting forth, in the case of the Class B Limited Partners, the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners effecting such Disposition prior thereto), (iv) containing a representation and warranty that such the Disposition complied was made in accordance with all applicable laws and regulations (including securities laws) and that after giving effect to the Disposition to a representation and warranty by such Person that to whom the representations and warranties in Section 3.02 are true and correct with respect Membership Interest or part thereof is Disposed, the Company will not be required to such Personregister as an investment company within the meaning of the Investment Company Act of 1940. Each such Disposition and, if applicable, admission shall be effective complying with the provisions of this Section 3.2(b) is effective, unless otherwise agreed by the Members, as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such non-Disposing Members received the notification of Disposition and the other requirements of this Section 3.03 shall 3.2 have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessationmet. (dc) Notwithstanding any provision of this Agreement to the contrary, For the right of any Partner a Member to Dispose of an interest a Membership Interest, in the Partnership whole or distributions therefrom in part, or of any Person to be admitted to the Partnership Company in connection therewith shall not to exist or be exercised exercised, either (iA) unless the Membership Interest or part thereof subject to the Disposition or admission must be registered under the Securities Act of 1933, as amended, and until any applicable state securities laws or (B) if a non-Disposing Member so requests to the Partnership shall have received Manager, the Company must receive a favorable opinion of the Partnership’s Company's legal counsel or of other legal counsel acceptable to the General Partner such non-Disposing Member to the effect that such the Disposition or admission is not required to be registered exempt from registration under the Securities Act of 1933 or any other applicable securities those laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company Act, and (ii) unless such Disposition or admission would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section 7704 of the Code. The General Partnernon-Disposing Members, however, may waive the requirements of this Section 3.03(d)(i3.2(c). (ed) All The Member effecting a Disposition and any Person admitted to the Company in connection with that Disposition shall pay, or reimburse the Company for, all costs incurred by the Company in connection with the Disposition or admission (including, without limitation, includ­ing the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d3.2(c)) incurred by on or before the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days 10th Business Day after the receipt by such that Person of the Partnership’s Company's invoice for the amount due. (fe) In the event of a Disposition of an interest in the Partnership pursuant Subject to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company Act, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD Units held by the Partnership were sold at a price equal to the closing sale price per EPD Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination 3.2(b), (c) and (d), the LJM2 Member may Dispose of its Membership Interest, in whole, to any Person that (i) is not a Competitor of Enron, (ii) has a net worth of at least $50,000,000, and (iii) is rated BBB+ or higher by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive S&P, and binding on the deceased Partner’s estate and beneficiariesBaa1 or higher by Xxxxx'x. (gf) Any attempted Disposition If, on or before December 29, 2000 March [__], 2001 (the "Valuation Date"), the LJM2 Member has not received pursuant to Section 5.1 hereof an amount which when taken together with amounts previously distributed to the LJM2 Member pursuant to this Agreement would result in the LJM2 Member receiving the greater of (i) $41,000,000 and (ii) the Agreed Return, the LJM2 Member shall have the option, exercisable by a Person notice to the Grizzly Roadrunner Member on or before January 15 March [__], 2001, to sell to Grizzly Roadrunner (or to an Affiliate of an interest or right, or any part thereof, in or in respect Grizzly Roadrunner designated by Grizzly) Roadrunner) all of the Partnership other than LJM2 Member's Membership Interest in the Company at the price determined as of the Valuation Date and in accordance with Exhibit C. On the third Business Day following the determination of the price in accor­dance with Exhibit C, the Grizzly Roadrunner Member or its designated Affiliate shall pay in cash to the LJM2 Member the price therefor determined in accordance with this Section 3.03 3.2(f), whereupon such Membership Interest shall bebecome the property of the Grizzly Roadrunner Member or its designated Affiliate, and is hereby declared, null and void ab initiothe LJM2 Member shall cease to be a Member of the Company.

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the The General Partner nor the Class A Limited Partner may not Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, with such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners Partner effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited Partners, forth the Sharing Points of the Class B Limited Partners Partner effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners Partner effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied with all applicable laws and regulations (including securities laws) and a representation and warranty by such Person that the representations and warranties in Section 3.02 are true and correct with respect to such Person. Each such Disposition and, if applicable, admission shall be effective as of the first day of the calendar month immediately succeeding the month in which the General Partner shall receive such notification of Disposition and the other requirements of this Section 3.03 shall have been met unless the General Partner and the Partner affecting such Disposition agree to a different effective date; provided, however, that if there shall be only one General Partner and such Disposition or admission and, as a result of such Disposition such General Partner would cease to be a General Partner, such permitted transferee shall be deemed admitted as a General Partner immediately prior to such cessation. (d) Notwithstanding any provision of this Agreement to the contrary, the right of any Partner to Dispose of an interest in the Partnership or distributions therefrom or of any Person to be admitted to the Partnership in connection therewith shall not exist or be exercised (i) unless and until the Partnership shall have received a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the General Partner to the effect that such Disposition or admission is not required to be registered under the Securities Act of 1933 or any other applicable securities laws, and such Disposition or admission would not cause the Partnership to become an “investment company” required to register under the Investment Company ActAct of 1940, and (ii) unless such Disposition or admission would not result in the Partnership Partnership’s being treated as an association taxable as a corporation for federal income tax purposes or as a publicly traded partnership as defined in Section section 7704 of the Code. The General Partner, however, may waive the requirements of Section 3.03(d)(i). (e) All costs (including, without limitation, the legal fees incurred in connection with the obtaining of the legal opinions referred to in Section 3.03(d)) incurred by the Partnership in connection with any Disposition or admission of a Person to the Partnership pursuant to this Section 3.03 shall be borne and paid by the Partner effecting such Disposition within 10 days after the receipt by such Person of the Partnership’s invoice for the amount due. (f) In the event of a Disposition of an interest in the Partnership pursuant to the death of a Limited Partner that would, in the opinion of the Partnership’s legal counsel, result in the Partnership becoming an “investment company” required to register under the Investment Company ActAct of 1940, the General Partner shall have the right to purchase such interest from the estate (or beneficiaries) of such deceased Partner for a price equal to the amount that the deceased Partner’s estate (or beneficiaries) would receive if all of the EPD EPE Units held by the Partnership were sold at a price equal to the closing sale price per EPD EPE Unit as reported by the New York Stock Exchange (or such other applicable trading market) on the day prior to the exercise of such right by the General Partner and the proceeds from such sale were distributed to the Partners in accordance with the provisions of Section 5.04. The determination by the General Partner of the foregoing purchase price of such deceased Partner’s interest in the Partnership shall be conclusive and binding on the deceased Partner’s estate and beneficiaries. (g) Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Partnership other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.