Common use of Additional Exchanges Clause in Contracts

Additional Exchanges. (a) If the effect of the application of the Section 16 Cap is to cause Enterprise GP to deliver less than the Total Number of Exchange Units to the Holder in the initial Exchange pursuant to this Article II (the “Initial Exchange”), provided that Enterprise GP has not purchased Holder’s remaining Membership Interest pursuant to Section 2.6(d), then on the first business day of each fiscal quarter of Enterprise MLP commencing thereafter the Holder shall provide written notice (an “Update Notice”) to Enterprise GP which must include a determination, made in good faith, whether the Holder may receive additional Exchange Units in compliance with the limitations of the Section 16 Cap and, if so, the requested number of additional Exchange Units to be delivered to the Holder (“Additional Exchange Units”) in exchange for the contribution of a corresponding portion (calculated in accordance with the Exchange Formula) of the Holder’s remaining Membership Interests; provided, however, that the maximum number of Additional Exchange Units that the Holder may request to be delivered pursuant to any Update Notice, and that Enterprise GP shall be obligated to deliver in response thereto, may not exceed the lesser of (i) the excess of the Total Number of Exchange Units over the sum of all Exchange Units delivered to the Holder prior to the date of such Update Notice (including Exchange Units issued in the Initial Exchange and all Additional Exchange Units issued in any subsequent Exchanges) and (ii) the maximum number of Additional Exchange Units that may be delivered to the Holder in compliance with the limitation of the Section 16 Cap; provided, further, Enterprise GP shall be entitled to rely, without independent investigation, entirely upon the number of Additional Exchange Units set forth by the Holder in the Update Notice as to the number of Exchange Units that may be delivered to the Holder in compliance with the limitation set forth in clause (ii) above, and the parties hereto hereby expressly acknowledge and agree that Enterprise GP shall have no obligation to make any independent calculation or otherwise confirm that such number of Additional Exchange Units issued complies with the limitation set forth in clause (ii) above. (b) Within five business days of receipt of such Update Notice conforming to the requirements of Sections 2.7(a), Enterprise GP shall deliver to the Holder one of the following: (i) such number of Additional Exchange Units requested in the Update Notice in fully certificated form, (ii) cash in an amount equal to fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the aggregate number of Additional Exchange Units set forth in such Update Notice by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand or (iii) a combination of (A) a number of Additional Exchange Units in fully certificated form that is at least 10,000 Additional Exchange Units but is less than the number requested in the Update Notice (the shortfall in Additional Exchange Units below the number requested in the Update Notice being referred to as the “Additional Exchange Unit Shortfall”) and (B) cash by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand in an amount equal to the fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the Additional Exchange Unit Shortfall.

Additional Exchanges. Subject to the satisfaction (aor waiver) If the effect of the application conditions set forth in Sections 4.1 and 4.2 below, the Holder shall have the right, exercisable by e-mail delivery of the Section 16 Cap is to cause Enterprise GP to deliver less than the Total Number of Exchange Units a written notice to the Holder in Company (each, an “Additional Closing Notice”, and the initial Exchange pursuant to this Article II (the date thereof, each an “Initial ExchangeAdditional Closing Notice Date”), provided that Enterprise GP has not purchased Holder’s remaining Membership Interest pursuant to Section 2.6(d3(a)(9) of the Securities Act, to convey, assign and transfer such portion of the Exchanging Notes in such aggregate principal amount, which shall not be less than $250,000.00, as specified in such Additional Closing Notice to the Company in exchange for which the Company shall issue the Holder such aggregate number of Additional Exchange Preferred Shares as set forth in such Additional Closing Notice (each, an “Additional Exchange”, and together with the Initial Exchange, collectively, the “Exchanges”); provided, that to the extent the Holder converts, all, or any part, of the Exchanging Notes prior to such Additional Closing Date, for such aggregate amount of Exchanged Preferred Shares with a Stated Value (as defined in the New Certificates of Designations) equal to $1,000 for each $1,000 of principal amount of Exchanging Notes converted into shares of Common Stock prior to such Additional Closing Date (as defined below), then on the first business day aggregate number of each fiscal quarter Exchanged Preferred Shares to be issued in the Exchanges shall reduce by one (1) Exchanged Preferred Share (it being understood and agreed by the parties hereto that, absent any conversion of Enterprise MLP commencing thereafter the Exchanging Notes, an aggregate of 25,000 Exchanged Preferred Shares shall be issuable hereunder in the Exchanges). Each Additional Closing Notice shall specify the proposed date and time of such applicable Additional Closing (which, if unspecified in such Additional Closing Notice, shall be the fifth (5th) Trading Day (as defined in the New Certificates of Designations) after such Additional Closing Notice Date). As soon as commercially practicable following such Additional Closing Date, the Holder shall provide written notice (an “Update Notice”) to Enterprise GP which must include a determination, made in good faith, whether the Holder may receive additional Exchange Units in compliance with the limitations of the Section 16 Cap and, if so, the requested number of additional Exchange Units deliver or cause to be delivered to the Holder Company (“or its assignee) the applicable Exchanging Notes (or affidavit of lost note in form provided upon request by the Company and reasonably acceptable to the Holder). Immediately following the issuance of the Additional Exchange Units”Preferred Shares to the Holder on the books and records of the Company, the Holder hereby relinquishes all rights, title and interest in such Exchanging Notes (including any claims the Holder may have against the Company related thereto) and assigns the same to the Company and such Exchanging Notes shall be cancelled; provided, that such Additional Exchange Preferred Shares shall be immediately convertible by the Holder, in exchange for whole or in part, after such issuance, regardless of the contribution of a corresponding portion (calculated in accordance with the Exchange Formula) date of the Holder’s remaining Membership Interests; provided, however, that the maximum number actual receipt of a certificate (or book entry statement) evidencing such Additional Exchange Units that Preferred Shares. The Holder’s right to effect any Additional Closings hereunder shall terminate upon the sixth (6th) anniversary of the date hereof (or such earlier date as the Holder may request to be delivered pursuant to any Update Noticeshall determine, and that Enterprise GP shall be obligated to deliver in response theretoits sole discretion, may not exceed the lesser by delivery of (i) the excess of the Total Number of Exchange Units over the sum of all Exchange Units delivered a written notice to the Holder prior to the date of such Update Notice Company) (including Exchange Units issued in the Initial Exchange and all Additional Exchange Units issued in any subsequent Exchanges) and (ii) the maximum number of Additional Exchange Units that may be delivered to the Holder in compliance with the limitation of the Section 16 Cap; provided, further, Enterprise GP shall be entitled to rely, without independent investigation, entirely upon the number of Additional Exchange Units set forth by the Holder in the Update Notice as to the number of Exchange Units that may be delivered to the Holder in compliance with the limitation set forth in clause (ii) above, and the parties hereto hereby expressly acknowledge and agree that Enterprise GP shall have no obligation to make any independent calculation or otherwise confirm that such number of Additional Exchange Units issued complies with the limitation set forth in clause (ii) above. (b) Within five business days of receipt of such Update Notice conforming to the requirements of Sections 2.7(a), Enterprise GP shall deliver to the Holder one of the following: (i) such number of Additional Exchange Units requested in the Update Notice in fully certificated form, (ii) cash in an amount equal to fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the aggregate number of Additional Exchange Units set forth in such Update Notice by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand or (iii) a combination of (A) a number of Additional Exchange Units in fully certificated form that is at least 10,000 Additional Exchange Units but is less than the number requested in the Update Notice (the shortfall in Additional Exchange Units below the number requested in the Update Notice being referred to as the “Additional Exchange Unit ShortfallClosing Expiration Date”) and (B) cash by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand in an amount equal to the fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the Additional Exchange Unit Shortfall).

Additional Exchanges. (a) If the effect of the application of the Section 16 Soft Cap is to cause Enterprise GP the Partnership to deliver issue less than the Total Number of Exchange Units to the Holder in the initial Exchange pursuant to this Article II (the “Initial Exchange”"INITIAL EXCHANGE"), provided that Enterprise GP has not purchased Holder’s remaining Membership Interest pursuant to Section 2.6(d), then on the first business day of each fiscal quarter of Enterprise MLP the Partnership commencing thereafter the Holder shall provide written notice (an “Update Notice”"UPDATE NOTICE") to Enterprise GP the Company and Partnership which must include a determination, made in good faith, whether the Holder may receive additional Exchange Units in compliance with the limitations of the Section 16 Soft Cap and, if so, the requested number of additional Exchange Units to be delivered issued to the Holder (“Additional Exchange Units”"ADDITIONAL EXCHANGE UNITS") in exchange for the contribution of a corresponding portion (calculated in accordance with the Exchange Formula) of the Holder’s 's remaining Class A Membership Interests; provided, however, that the maximum number of Additional Exchange Units that the Holder may request to be delivered issued pursuant to any Update Notice, and that Enterprise GP the Partnership shall be obligated to deliver issue in response thereto, may not exceed the lesser of (i) the excess of the Total Number of Exchange Units over the sum of all Exchange Units delivered issued to the Holder prior to the date of such Update Notice (including Exchange Units issued in the Initial Exchange and all Additional Exchange Units issued in any subsequent Exchanges) and (ii) the maximum number of Additional Exchange Units that may be delivered issued to the Holder in compliance with the limitation of the Section 16 Soft Cap; provided, further, Enterprise GP the Company and the Partnership shall be entitled to rely, without independent investigation, entirely upon the number of Additional Exchange Units set forth by the Holder in the Update Notice as to the number of Exchange Units that may be delivered issued to the Holder in compliance with the limitation set forth in clause (ii) above, and the parties hereto hereby expressly acknowledge and agree that Enterprise GP neither the Partnership nor the Company shall have no any obligation to make any independent calculation or otherwise confirm that such number of Additional Exchange Units issued complies with the limitation set forth in clause (ii) above. (b) If the Partnership receives a valid Update Notice requesting the issuance of Additional Exchange Units, the Holder shall also deliver to the Partnership, along with such Update Notice, a Class A Certificate representing not less than the portion of the Class A Membership Interest that is to be exchanged for such Additional Exchange Units. Within five business days of receipt of such Update Notice and Class A Certificate conforming to the requirements of Sections 2.7(a) and 2.7(b), Enterprise GP the Partnership shall deliver issue to the Holder one of the following: (i) such number of Additional Exchange Units requested in the Update Notice in fully certificated formform and, (ii) cash in an amount equal to fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of if such Update Notice) of the aggregate number of Additional Exchange Units set forth in such Update Notice by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand or (iii) a combination of (A) a number of Additional Exchange Units in fully certificated form that is at least 10,000 Additional Exchange Units but is less Class A Certificate represents more than the number requested percentage ownership interest in the Update Notice (Company to be exchanged, a new Class A Certificate represented the shortfall in Additional Exchange Units below the number requested in the Update Notice being referred to as the “Additional Exchange Unit Shortfall”) and (B) cash by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand in an amount equal percentage ownership interest not so exchanged shall be reissued to the fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the Additional Exchange Unit ShortfallHolder.

Additional Exchanges. Subject to the satisfaction (aor waiver) If the effect of the application conditions set forth in Sections 4(a) and 4(b) below, the Holder shall have the right, exercisable by e-mail delivery of the Section 16 Cap is to cause Enterprise GP to deliver less than the Total Number of Exchange Units a written notice to the Holder in Company (each, an “Additional Closing Notice”, and the initial Exchange pursuant to this Article II (the date thereof, each an “Initial ExchangeAdditional Closing Notice Date”), provided that Enterprise GP has not purchased Holder’s remaining Membership Interest pursuant to Section 2.6(d3(a)(9) of the Securities Act, to convey, assign and transfer such portion of the Additional Exchanging Securities in such aggregate principal amount as specified in such Additional Closing Notice to the Company in exchange for which the Company shall issue the Holder such aggregate number of Additional Exchange Preferred Shares as set forth in such Additional Closing Notice (each, an “Additional Exchange”, and together with the Initial Exchange, collectively, the “Exchanges”); provided, that to the extent the Holder converts, all, or any part, of the Additional Exchanging Securities prior to such Additional Closing Date (as defined below), then on for such aggregate amount of Exchanged Preferred Shares with a Stated Value (as defined in the first business day New Certificates of Designations) equal to $1,000 for each fiscal quarter $1,000 of Enterprise MLP commencing thereafter principal amount of Exchanging Securities converted into shares of Common Stock prior to such Additional Closing Date, the aggregate number of Exchanged Preferred Shares to be issued in the Additional Exchanges shall reduce by one (1) Exchanged Preferred Share (it being understood and agreed by the parties hereto that, absent any conversion of the Exchanging Securities, an aggregate of 100,000 Exchanged Preferred Shares shall be issuable hereunder in the Exchanges). Each Additional Closing Notice shall specify the proposed date and time of such applicable Additional Closing (which, if unspecified in such Additional Closing Notice, shall be the fifth (5th) Trading Day (as defined in the New Certificates of Designations) after such Additional Closing Notice Date). As soon as commercially practicable following such Additional Closing Date, the Holder shall provide written notice (an “Update Notice”) to Enterprise GP which must include a determination, made in good faith, whether the Holder may receive additional Exchange Units in compliance with the limitations of the Section 16 Cap and, if so, the requested number of additional Exchange Units deliver or cause to be delivered to the Holder Company (“or its assignee) any certificate evidencing the applicable Additional Exchange Units”) Exchanging Securities (or affidavit of lost Existing Security in exchange for form provided upon request by the contribution of a corresponding portion (calculated in accordance with the Exchange Formula) of Company and reasonably acceptable to the Holder’s remaining Membership Interests; provided, however, that the maximum number of Additional Exchange Units that the Holder may request to be delivered pursuant to any Update Notice, and that Enterprise GP shall be obligated to deliver in response thereto, may not exceed the lesser of (i) the excess of the Total Number of Exchange Units over the sum of all Exchange Units delivered to the Holder prior to the date of such Update Notice (including Exchange Units issued in the Initial Exchange and all Additional Exchange Units issued in any subsequent Exchanges) and (ii) the maximum number of Additional Exchange Units that may be delivered to the Holder in compliance with the limitation of the Section 16 Cap; provided, further, Enterprise GP shall be entitled to rely, without independent investigation, entirely upon the number of Additional Exchange Units set forth by the Holder in the Update Notice as to the number of Exchange Units that may be delivered to the Holder in compliance with the limitation set forth in clause (ii) above, and the parties hereto hereby expressly acknowledge and agree that Enterprise GP shall have no obligation to make any independent calculation or otherwise confirm that such number of Additional Exchange Units issued complies with the limitation set forth in clause (ii) above. (b) Within five business days of receipt of such Update Notice conforming to the requirements of Sections 2.7(a), Enterprise GP shall deliver to if any. Immediately following the Holder one of the following: (i) such number of Additional Exchange Units requested in the Update Notice in fully certificated form, (ii) cash in an amount equal to fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the aggregate number of Additional Exchange Units set forth in such Update Notice by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand or (iii) a combination of (A) a number of Additional Exchange Units in fully certificated form that is at least 10,000 Additional Exchange Units but is less than the number requested in the Update Notice (the shortfall in Additional Exchange Units below the number requested in the Update Notice being referred to as the “Additional Exchange Unit Shortfall”) and (B) cash by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand in an amount equal to the fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) issuance of the Additional Exchange Unit Shortfall.Preferred Shares to the Holder on the books and records of the Company, the Holder hereby relinquishes all rights, title and interest in such Exchanging Securities (including

Additional Exchanges. (a) If the effect of the application of the Section 16 Cap is to cause Enterprise GP to deliver less than the Total Number of Exchange Units to the Holder in the initial Exchange pursuant to this Article II (the “"Initial Exchange”"), provided that Enterprise GP has not purchased Holder’s 's remaining Membership Interest pursuant to Section 2.6(d), then on the first business day of each fiscal quarter of Enterprise MLP commencing thereafter the Holder shall provide written notice (an “"Update Notice”") to Enterprise GP which must include a determination, made in good faith, whether the Holder may receive additional Exchange Units in compliance with the limitations of the Section 16 Cap and, if so, the requested number of additional Exchange Units to be delivered to the Holder (“"Additional Exchange Units”") in exchange for the contribution of a corresponding portion (calculated in accordance with the Exchange Formula) of the Holder’s 's remaining Membership Interests; provided, however, that the maximum number of Additional Exchange Units that the Holder may request to be delivered pursuant to any Update Notice, and that Enterprise GP shall be obligated to deliver in response thereto, may not exceed the lesser of (i) the excess of the Total Number of Exchange Units over the sum of all Exchange Units delivered to the Holder prior to the date of such Update Notice (including Exchange Units issued in the Initial Exchange and all Additional Exchange Units issued in any subsequent Exchanges) and (ii) the maximum number of Additional Exchange Units that may be delivered to the Holder in compliance with the limitation of the Section 16 Cap; provided, further, Enterprise GP shall be entitled to rely, without independent investigation, entirely upon the number of Additional Exchange Units set forth by the Holder in the Update Notice as to the number of Exchange Units that may be delivered to the Holder in compliance with the limitation set forth in clause (ii) above, and the parties hereto hereby expressly acknowledge and agree that Enterprise GP shall have no obligation to make any independent calculation or otherwise confirm that such number of Additional Exchange Units issued complies with the limitation set forth in clause (ii) above. (b) Within five business days of receipt of such Update Notice conforming to the requirements of Sections 2.7(a), Enterprise GP shall deliver to the Holder one of the following: (i) such number of Additional Exchange Units requested in the Update Notice in fully certificated form, (ii) cash in an amount equal to fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the aggregate number of Additional Exchange Units set forth in such Update Notice by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand or (iii) a combination of (A) a number of Additional Exchange Units in fully certificated form that is at least 10,000 Additional Exchange Units but is less than the number requested in the Update Notice (the shortfall in Additional Exchange Units below the number requested in the Update Notice being referred to as the “"Additional Exchange Unit Shortfall”") and (B) cash by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand in an amount equal to the fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the Additional Exchange Unit Shortfall.

Additional Exchanges. Subject to the satisfaction (aor waiver) If the effect of the application of conditions set forth in Sections 3(a) and 3(b) below, upon the Section 16 Cap is to cause Enterprise GP to deliver less than the Total Number of Exchange Units to mutual written agreement between the Holder in and the initial Exchange pursuant to this Article II Company, which may be by e-mail (each such agreement, an “Additional Closing Memo”, and the date thereof, each an “Initial ExchangeAdditional Closing Memo Date”), provided that Enterprise GP has not purchased Holder’s remaining Membership Interest the Holder shall, pursuant to Section 2.6(d3(a)(9) of the Securities Act, convey, assign and transfer such portion of the Additional Exchanging Securities in such aggregate principal amount as specified in such Additional Closing Memo to the Company in exchange for which the Company shall issue the Holder such aggregate number of Additional Exchange Preferred Shares as set forth in such Additional Closing Memo (each, an “Additional Exchange”, and together with the Initial Exchange, collectively, the “Exchanges”); provided, that to the extent the Holder converts, all, or any part, of the Additional Exchanging Securities prior to such Additional Closing Date (as defined below), then on for such aggregate amount of Exchanged Preferred Shares with a Stated Value (as defined in the first business day Certificates of Designations) equal to $1,000 for each fiscal quarter $1,000 of Enterprise MLP commencing thereafter principal amount of Exchanging Securities converted into shares of Common Stock prior to such Additional Closing Date, the aggregate number of Exchanged Preferred Shares to be issued in the Additional Exchanges shall reduce by one (1) Exchanged Preferred Share (it being understood and agreed by the parties hereto that, absent any conversion of the Exchanging Securities, an aggregate of up to 500,000 Exchanged Preferred Shares shall be issuable hereunder in the Exchanges). Each Additional Closing Memo shall specify the proposed date and time of such applicable Additional Closing (which, if unspecified in such Additional Closing Memo, shall be the fifth (5th) Trading Day (as defined in the Certificate of Designations) after such Additional Closing Memo Date). As soon as commercially practicable following such Additional Closing Date, the Holder shall provide written notice (an “Update Notice”) to Enterprise GP which must include a determination, made in good faith, whether the Holder may receive additional Exchange Units in compliance with the limitations of the Section 16 Cap and, if so, the requested number of additional Exchange Units deliver or cause to be delivered to the Holder Company (“or its assignee) any certificate evidencing the applicable Additional Exchanging Securities (or affidavit of lost Existing Security in form provided upon request by the Company and reasonably acceptable to the Holder), if any. Immediately following the issuance of the Additional Exchange Units”Preferred Shares to the Holder on the books and records of the Company, the Holder hereby relinquishes all rights, title and interest in such Exchanging Securities (including any claims the Holder may have against the Company related thereto) and assigns the same to the Company and such Exchanging Securities shall be cancelled; provided, that such Additional Exchange Preferred Shares shall be immediately convertible by the Holder, in exchange for whole or in part, after such issuance, regardless of the contribution of a corresponding portion (calculated in accordance with the Exchange Formula) date of the Holder’s remaining Membership Interests; provided, however, that the maximum number actual receipt of a certificate (or book entry statement) evidencing such Additional Exchange Units that Preferred Shares. The parties’ right to effect any Additional Closings hereunder shall terminate upon the Holder may request to be delivered pursuant to any Update Notice, and that Enterprise GP shall be obligated to deliver in response thereto, may not exceed the lesser of forty-eight (i48) the excess month anniversary of the Total Number of Exchange Units over the sum of all Exchange Units delivered to the Holder prior to the date of such Update Notice hereof (including Exchange Units issued in the Initial Exchange and all Additional Exchange Units issued in any subsequent Exchanges) and (ii) the maximum number of Additional Exchange Units that may be delivered to the Holder in compliance with the limitation of the Section 16 Cap; provided, further, Enterprise GP shall be entitled to rely, without independent investigation, entirely upon the number of Additional Exchange Units set forth by the Holder in the Update Notice as to the number of Exchange Units that may be delivered to the Holder in compliance with the limitation set forth in clause (ii) above, and the parties hereto hereby expressly acknowledge and agree that Enterprise GP shall have no obligation to make any independent calculation or otherwise confirm that such number of Additional Exchange Units issued complies with the limitation set forth in clause (ii) above. (b) Within five business days of receipt of such Update Notice conforming to the requirements of Sections 2.7(a), Enterprise GP shall deliver to the Holder one of the following: (i) such number of Additional Exchange Units requested in the Update Notice in fully certificated form, (ii) cash in an amount equal to fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the aggregate number of Additional Exchange Units set forth in such Update Notice by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand or (iii) a combination of (A) a number of Additional Exchange Units in fully certificated form that is at least 10,000 Additional Exchange Units but is less than the number requested in the Update Notice (the shortfall in Additional Exchange Units below the number requested in the Update Notice being referred to as the “Additional Exchange Unit ShortfallClosing Expiration Date”) and (B) cash by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand in an amount equal to the fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the Additional Exchange Unit Shortfall).

Additional Exchanges. Subject to the satisfaction (aor waiver) If the effect of the application conditions set forth in Sections 4.1 and 4.2 below, the Holder shall have the right, exercisable by e-mail delivery of the Section 16 Cap is to cause Enterprise GP to deliver less than the Total Number of Exchange Units a written notice to the Holder in Company (each, an “Additional Closing Notice”, and the initial Exchange pursuant to this Article II (the date thereof, each an “Initial ExchangeAdditional Closing Notice Date”), provided that Enterprise GP has not purchased Holder’s remaining Membership Interest pursuant to Section 2.6(d3(a)(9) of the Securities Act, to convey, assign and transfer such portion of the Additional Exchange Notes in such aggregate principal amount, which shall not be less than $250,000.00, as specified in such Additional Closing Notice to the Company in exchange for which the Company shall issue the Holder such aggregate number of Additional New Exchange Preferred Shares as set forth in such Additional Closing Notice (each, an “Additional Exchange”, and together with the Initial Exchange, collectively, the “Exchanges”); provided, that to the extent the Holder converts, all, or any part, of the Exchange Notes prior to such Additional Closing Date, for such aggregate amount of New Preferred Shares with a Stated Value (as defined in the New Certificates of Designations) equal to $1,000 for each $1,000 of principal amount of Exchange Notes converted into shares of Common Stock prior to such Additional Closing Date (as defined below), then on the first business day aggregate number of each fiscal quarter New Preferred Shares to be issued in the Exchanges shall reduce by one (1) New Preferred Share (it being understood and agreed by the parties hereto that, absent any conversion of Enterprise MLP commencing thereafter the Exchange Notes, an aggregate of 25,000 New Preferred Shares shall be issuable hereunder in the Exchanges). Each Additional Closing Notice shall specify the proposed date and time of such applicable Additional Closing (which, if unspecified in such Additional Closing Notice, shall be the fifth (5th) Trading Day (as defined in the New Certificates of Designations) after such Additional Closing Notice Date. As soon as commercially practicable following such Additional Exchange Date, the Holder shall provide written notice (an “Update Notice”) to Enterprise GP which must include a determination, made in good faith, whether the Holder may receive additional Exchange Units in compliance with the limitations of the Section 16 Cap and, if so, the requested number of additional Exchange Units deliver or cause to be delivered to the Holder Company (“or its assignee) the applicable Additional Exchange Units”Notes (or affidavit of lost note in form provided upon request by the Company and reasonably acceptable to the Holder). Immediately following the issuance of the Additional New Exchange Preferred Shares to the Holder on the books and records of the Company, the Holder hereby relinquishes all rights, title and interest in such Additional Exchange Notes (including any claims the Holder may have against the Company related thereto) and assigns the same to the Company and such Additional Exchange Notes shall be cancelled; provided, that such Additional New Exchange Preferred Shares shall be immediately convertible by the Holder, in exchange for whole or in part, after such issuance, regardless of the contribution of a corresponding portion (calculated in accordance with the Exchange Formula) date of the Holder’s remaining Membership Interests; provided, however, that actual receipt of a certificate evidencing such Additional New Exchange Preferred Shares. The Holder’s right to effect any Additional Closings hereunder shall terminate upon the maximum number sixth (6th) anniversary of Additional Exchange Units that the date hereof (or such earlier date as the Holder may request to be delivered pursuant to any Update Noticeshall determine, and that Enterprise GP shall be obligated to deliver in response theretoits sole discretion, may not exceed the lesser by delivery of (i) the excess of the Total Number of Exchange Units over the sum of all Exchange Units delivered a written notice to the Holder prior to the date of such Update Notice Company) (including Exchange Units issued in the Initial Exchange and all Additional Exchange Units issued in any subsequent Exchanges) and (ii) the maximum number of Additional Exchange Units that may be delivered to the Holder in compliance with the limitation of the Section 16 Cap; provided, further, Enterprise GP shall be entitled to rely, without independent investigation, entirely upon the number of Additional Exchange Units set forth by the Holder in the Update Notice as to the number of Exchange Units that may be delivered to the Holder in compliance with the limitation set forth in clause (ii) above, and the parties hereto hereby expressly acknowledge and agree that Enterprise GP shall have no obligation to make any independent calculation or otherwise confirm that such number of Additional Exchange Units issued complies with the limitation set forth in clause (ii) above. (b) Within five business days of receipt of such Update Notice conforming to the requirements of Sections 2.7(a), Enterprise GP shall deliver to the Holder one of the following: (i) such number of Additional Exchange Units requested in the Update Notice in fully certificated form, (ii) cash in an amount equal to fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the aggregate number of Additional Exchange Units set forth in such Update Notice by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand or (iii) a combination of (A) a number of Additional Exchange Units in fully certificated form that is at least 10,000 Additional Exchange Units but is less than the number requested in the Update Notice (the shortfall in Additional Exchange Units below the number requested in the Update Notice being referred to as the “Additional Exchange Unit ShortfallClosing Expiration Date”) and (B) cash by wire transfer of immediately available funds to an account designated in writing by the Holder at least two business days beforehand in an amount equal to the fair market value (based on the average closing price of Common Units on the New York Stock Exchange for the ten consecutive trading days next preceding the date of receipt by Enterprise GP of such Update Notice) of the Additional Exchange Unit Shortfall).