Common use of Splits and Combinations Clause in Contracts

Splits and Combinations. (a) Subject to Section 3.12(d), the Company may make a pro rata distribution of Units to all Record Holders, or may effect a subdivision or combination of Units, so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Units is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, held by such Record Holder immediately prior to such Record Date. (d) The Company may issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for this Section 3.12(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d5.9(d) and Section 5.12(b)(vi)(E), the Company Partnership may make a pro rata Pro Rata distribution of Units Partnership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Partnership Interests so long as, after any such event, each Member Partner shall have the same Percentage Interest in the Company Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjustedadjusted retroactive to the beginning of the Partnership’s term. Upon any Pro Rata distribution of Partnership Interests to all Record Holders of Common Units or any subdivision or combination (or reclassified into a greater or smaller number) of Common Units, the Partnership will proportionately adjust the number of Class B Units as follows: (a) if the Partnership issues Partnership Interests as a distribution on its Common Units or subdivides the Common Units (or reclassifies them into a greater number of Common Units) then the Class B Units shall be subdivided into a number of Class B Units equal to the result of multiplying the number of Class B Units by a fraction, (A) the numerator of which shall be the sum of the number of Common Units outstanding immediately prior to such distribution, subdivision or reclassification plus the total number of Partnership Interests issued in such distribution; and (B) the denominator of which shall be the number of Common Units outstanding immediately prior to such distribution, subdivision or reclassification; and (b) if the Partnership combines the Common Units (or reclassifies them into a smaller number of Common Units) then the Class B Units shall be combined into a number of Class B Units equal to the result of multiplying the number of Class B Units by a fraction, (A) the numerator of which shall be the sum of the number of Common Units outstanding immediately following such combination or reclassification; and (B) the denominator of which shall be the number of Common Units outstanding immediately prior to such combination or reclassification. (b) Whenever such a distribution, subdivision or combination of Units Partnership Interests is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units Partnership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company Partnership may issue Certificates to the Record Holders of Units Partnership Interests as of the applicable Record Date representing the new number of Units Partnership Interests held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Partnership Interests Outstanding, the Company Partnership shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for this Section 3.12(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d4.1(d), the Company may make a pro rata distribution of Units Shares of any class or series to all Record HoldersHolders of such class or series of Shares, or may effect a subdivision or combination of Units, Shares of any class or series so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit Share basis (including voting rights) or stated as a number of Units Shares are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Units Shares is declared, the Board of Directors Manager shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors Manager also may cause a firm of independent public accountants selected by it to calculate the number of Units Shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors Manager shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly In the event that Certificates are issued, promptly following any such distribution, subdivision or combination, the Company may issue new Certificates to the Record Holders of Units Shares or options, rights, warrants or appreciation rights relating to Shares as of the applicable Record Date representing the new number of Units Shares or options, rights, warrants or appreciation rights relating to Shares held by such Record Holders, or the Board of Directors Manager may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units OutstandingOutstanding Shares or outstanding options, rights, warrants or appreciation rights relating to Shares, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Shares, the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher UnitShare).

Splits and Combinations. (a) Subject to Section 3.12(dSections 4.11(d) and 5.10(d), the Company General Partner may make a pro rata Pro Rata distribution of Units or other Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; provided, so long ashowever, that, subject to Sections 4.11(d) and 5.10(d), after any such eventdistribution, subdivision or combination, the General Partner shall take whatever action is required to cause each Member shall Partner to have the same Percentage Interest in the Company Partnership as before such eventdistribution, subdivision or combination and any amounts calculated the Capital Accounts of all such classes of distributed, subdivided or combined Units or other Partnership Securities Outstanding prior to such distribution, subdivision or combination shall be divided equally (on a per Unit basis class by class basis) among all such Units or stated as a number of Units are proportionately adjustedother Partnership Securities Outstanding after such distribution, subdivision or combination. (b) Whenever Except with respect to subdivisions of Outstanding I-Units pursuant to Sections 5.10(b) and 5.10(e), whenever such a distribution, subdivision or combination of Units or other Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units or other Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue Certificates cause Certificates, or other evidence of the issuance of uncertificated Units or other Partnership Securities, to be issued to the Record Holders of Units or other Partnership Securities as of the applicable Record Date representing the new number of Units or other Partnership Securities held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, if any such distribution, subdivision or combination results in a smaller total number of Units or other Partnership Securities Outstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new Certificate, or other evidence of the issuance of uncertificated Units or other Partnership Securities, the surrender of any Certificate, or other evidence of the Certificate(s), if anyissuance of uncertificated Units or other Partnership Securities, held by such Record Holder immediately prior to such Record Date. (d) The Company may Except with respect to I-Units, the Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provision of Section 4.10 and this Section 3.12(d4.11(d), the Board of Directors may direct that each fractional Unit (other than a fractional I-Unit) shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d), the Company may make a pro rata distribution of Units to all Record HoldersHolders of a class or series of Units, or may effect a subdivision or combination of a class or series of Units, so long as, after any such event, each Member of such class or series of Units shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of a class or series of Units is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder of such class or series of Units. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each such Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of such class or series of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units OutstandingOutstanding of such class or series, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, held by such Record Holder immediately prior to such Record Date. (d) The Company may issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for this Section 3.12(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d), the Company The Partnership may make a pro rata distribution of Units Partnership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, so long as, after Partnership Interests. Upon any such event, each Member Partner shall have the same Percentage Interest in the Company Partnership as before such eventevent (subject to the effect of Section 5.6(d)), and any amounts calculated on a per Unit basis or stated as a number of Units are shall be proportionately adjustedadjusted retroactive to the beginning of the Partnership. (b) Whenever such a distribution, subdivision or combination of Units Partnership Interests is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. The Board Holder as of Directors also may cause a firm of independent public accountants selected by it date not more than 10 days prior to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy date of such calculationnotice. (c) Promptly following any such distribution, subdivision or combination, the Company Partnership may issue Certificates to the Record Holders of Units Partnership Interests as of the applicable Record Date representing the new number of Units Partnership Interests held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Partnership Interests Outstanding, the Company Partnership shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.4(d) and this Section 3.12(d5.6(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d), the The Company may make a pro rata distribution of Units Shares of any class or series to all Record HoldersHolders of such class or series of Shares, or may effect a subdivision or combination of Units, Shares of any class or series so long as, after any such eventevent and subject to the effect of paragraph (d) below, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit Share basis or stated as a number of Units Shares are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Units Shares is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. The Board Holder as of Directors also may cause a firm of independent public accountants selected by it date not more than 10 days prior to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy date of such calculationnotice. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Shares as of the applicable Record Date representing the new number of Units Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Shares Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Shares, the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher UnitShare).

Splits and Combinations. (a) Subject to Section 3.12(d), the The Company may make a pro rata distribution of Units Membership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Membership Interests so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such eventevent (subject to the effect of Section 5.6(d)), and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted. (b) Whenever such a distribution, subdivision subdivision, or combination of Units Membership Interests is declared, the Board of Directors Managing Member shall select a Record Date as of which the distribution, subdivision subdivision, or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.least (c) Promptly following any such distribution, subdivision subdivision, or combination, the Company may issue Certificates to the Record Holders of Units Membership Interests as of the applicable Record Date representing the new number of Units Membership Interests held by such Record Holders, or the Board of Directors Managing Member may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Membership Interests Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision subdivision, or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.4(d) and this Section 3.12(d5.6(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d5.9(d) and Section 5.12(b)(vi)(E), the Company Partnership may make a pro rata Pro Rata distribution of Units Partnership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Partnership Interests so long as, after any such event, each Member Partner shall have the same Percentage Interest in the Company Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjustedadjusted retroactive to the beginning of the Partnership’s term. Upon any Pro Rata distribution of Partnership Interests to all Record Holders of Common Units or any subdivision or combination (or reclassified into a greater or smaller number) of Common Units, the Partnership will proportionately adjust the number of Class B Units as follows: (a) if the Partnership issues Partnership Interests as a distribution on its Common Units or subdivides the Common Units (or reclassifies them into a greater number of Common Units) then the Class B Units shall be subdivided into a number of Class B Units equal to the result of multiplying the number of Class B Units by a fraction, (A) the numerator of which shall be the sum of the number of Common Units outstanding immediately prior to such distribution, subdivision or reclassification plus the total number of Partnership Interests issued in such distribution; and (B) the denominator of which shall be the number of Common Units outstanding immediately prior to such distribution, subdivision or reclassification; and (b) if the Partnership combines the Common Units (or reclassifies them into a smaller number of Common Units) then the Class B Units shall be combined into a number of Class B Units equal to the result of multiplying the number of Class B Units by a fraction, (A) the numerator of which shall be the sum of the number of Common Units outstanding immediately following such combination or reclassification; and (B) the denominator of which shall be the number of Common Units outstanding immediately prior to such combination or reclassification. (b) Whenever such a distribution, subdivision or combination of Units Partnership Interests is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units Partnership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company Partnership may issue Certificates to the Record Holders of Units Partnership Interests as of the applicable Record Date representing the new number of Units Partnership Interests held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Partnership Interests Outstanding, the Company Partnership shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of this Section 3.12(d5.9(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit). Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests. All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-607 or 17-804 of the Delaware Act. Section 5.11 [Reserved].

Splits and Combinations. (a) Subject to Section 3.12(d5.9(d) (dealing with adjustments of distribution levels), the Company may make a pro rata Pro Rata distribution of Units Membership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Membership Interests so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted, provided, however, that the Company may not effect a subdivision or combination of Membership Interests described in this Section 5.9(a) unless the Managing Member also effects an equivalent subdivision or combination, as determined by the Managing Member. (b) Whenever such a distribution, subdivision or combination of Units Membership Interests is declared, the Board of Directors Managing Member shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice (or such shorter periods as required by applicable law). The Board of Directors Managing Member also may cause a firm of independent public accountants selected by it to calculate the number of Units Membership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors Managing Member shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company Managing Member may issue Certificates or uncertificated Membership Interests to the Record Holders of Units Membership Interests as of the applicable Record Date representing the new number of Units Membership Interests held by such Record Holders, or the Board of Directors Managing Member may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Membership Interests Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new CertificateMembership Interests represented by Certificates, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision subdivision, combination or combination reorganization of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.4(e) and this Section 3.12(d5.9(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d5.10(d), 6.6 and 6.8 (dealing with adjustments of distribution levels), the Company may make a pro rata Pro Rata distribution of Units Company Securities to all Record Holders, Holders or may effect a subdivision or combination of Units, Company Securities so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period and the number of additional Parity Units that may be issued pursuant to Section 5.7 without a Unitholder vote) are proportionately adjustedadjusted retroactive to the date of formation of the Company. (b) Whenever such a distribution, subdivision or combination of Units Company Securities is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Company Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Company Securities as of the applicable Record Date representing the new number of Units Company Securities held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Company Securities Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.7(h) and this Section 3.12(d5.10(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d)paragraph (d) of this Section, the Company may make a pro rata distribution of Units Shares of any class or series to all Record HoldersHolders of such class or series of Shares, or may effect a subdivision or combination of Units, Shares of any class or series so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit Share basis or stated as a number of Units Shares are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Units Shares is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Shares as of the applicable Record Date representing the new number of Units Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Shares Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Shares, the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher Unit)Share) or the Company may pay cash in lieu of the issuance of any such fractional Shares as determined by the Board of Directors.

Splits and Combinations. (a) Subject to Section 3.12(d)5.6, Section 5.8(d) and Section 6.7, the Company may make a pro rata Pro Rata distribution of Units Company Securities of any class or series to all Record Holders, Holders of Company Securities of such class or series or may effect a subdivision or combination of Units, Company Securities so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjustedadjusted retroactive to the date of formation of the Company. (b) Whenever such a distribution, subdivision or combination of Units Company Securities is declared, the Board of Directors Managers shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors Managers also may cause a firm of independent public accountants selected by it to calculate the number of Units Company Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors Managers shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Company Securities as of the applicable Record Date representing the new number of Units Company Securities held by such Record Holders, or the Board of Directors Managers may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Company Securities Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.6 and this Section 3.12(d5.8(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(dSections 5.8(d) and 6.4 (dealing with adjustments of distribution levels), the Company may make a pro rata Pro Rata distribution of Units Membership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Membership Interests so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted. (b) Whenever such a Pro Rata distribution, subdivision or combination of Units Membership Interests is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Membership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may shall issue Certificates to the Record Holders of Units Membership Interests as of the applicable Record Date representing the new number of Units Membership Interests held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Membership Interests Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of this Section 3.12(d5.8(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d), the The Company may make a pro rata distribution Dividend of Units Shares of any class or series to all Record HoldersHolders of such class or series of Shares, or may effect a subdivision or combination of Units, Shares of any class or series so long as, after any such eventevent and subject to the effect of Section 3.5(d) below, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit Share basis or stated as a number of Units Shares are proportionately adjusted. Notwithstanding the foregoing, in no event shall either Class A Shares or Class B Shares be split, divided, or combined unless the Outstanding Shares of the other class shall be proportionately split, divided or combined, and a corresponding number of OpCo Units are split, divided or combined in accordance with the OpCo LLC Agreement. (b) Whenever such a distributionDividend, subdivision or combination of Units Shares is declared, the Board of Directors shall may select a Record Date as of which the distributionDividend, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate Such Record Date shall not precede the number of Units to date upon which the resolution fixing the Record Date is adopted and shall not be held by each Record Holder after giving effect more than 60 nor less than 10 days prior to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculationaction. (c) Promptly following any such distributionDividend, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Shares as of the applicable Record Date representing the new number of Units Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units OutstandingOutstanding Shares, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units Shares upon any distributionDividend, subdivision or combination of UnitsShares. If a distributionDividend, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Shares, the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher UnitShare).

Splits and Combinations. (a) Subject to Section 3.12(d)The General Partner, the Company in its sole and absolute discretion, may (i) make a pro rata distribution of in Units to all Record Holders, Holders or may (ii) effect a subdivision or combination of Units, but in each case only on a pro rata basis so long asthat, after any such eventdistribution, subdivision or combination, each Member shall Record Holder shall, subject to Section 4.06(d), have the same Percentage Interest in the Company Partnership as before such eventdistribution, and any amounts calculated on a per Unit basis subdivision or stated as a number of Units are proportionately adjustedcombination. (b) Whenever such a distribution, subdivision subdivision, or combination of Units is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 twenty (20) days prior to such Record Date to each Record Holder. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy date ten (10) days prior to the date of such calculationnotice. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue cause Certificates or Depositary Receipts, or other evidence of the issuance of uncertificated Units, as the case may be, to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units or Depositary Units held by such Record HoldersHolder, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, that in the event any such distribution, subdivision or combination results in a smaller total number of Units Outstandingoutstanding, the Company shall General Partner may require, as a condition to the delivery to a Record Holder of any such new CertificateCertificate or Depositary Receipt or other evidence of the issuance of uncertificated Units, the surrender of any Certificate or Depositary Receipt or other evidence of the Certificate(s)issuance of uncertificated Units, if any, representing the Units held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not be required to issue fractional Units upon any distribution, subdivision or combination of Units. If a In the event any distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 4.05 and this Section 3.12(d4.06(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(dSections 5.7(d) and 6.4 (dealing with adjustments of distribution levels), the Company may make a pro rata Pro Rata distribution of Units Membership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Membership Interests so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted. (b) Whenever such a Pro Rata distribution, subdivision or combination of Units Membership Interests is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Membership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may shall issue Certificates to the Record Holders of Units Membership Interests as of the applicable Record Date representing the new number of Units Membership Interests held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Membership Interests Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of this Section 3.12(d5.7(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d), the The Company may make a pro rata distribution Dividend of Units Shares of any class or series to all Record HoldersHolders of such class or series of Shares, or may effect a subdivision or combination of Units, Shares of any class or series so long as, after any such eventevent and subject to the effect of Section 3.5(d) below, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit Share basis or stated as a number of Units Shares are proportionately adjusted. Notwithstanding the foregoing, in no event shall either Class A Shares or Class B Shares be split, divided, or combined unless the Outstanding Shares of the other class shall be proportionately split, divided or combined, and a corresponding number of OpCo Units are split, divided or combined in accordance with the OpCo LLC Agreement. (b) Whenever such a distributionDividend, subdivision or combination of Units Shares is declared, the Board of Directors shall may select a Record Date as of which the distributionDividend, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate Such Record Date shall not precede the number of Units to date upon which the resolution fixing the Record Date is adopted and shall not be held by each Record Holder after giving effect more than 60 nor less than 10 days prior to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculationaction. (c) Promptly following any such distributionDividend, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Shares as of the applicable Record Date representing the new number of Units Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units OutstandingOutstanding Shares, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units Shares upon any distributionDividend, subdivision or combination of UnitsShares. If a distributionDividend, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Shares, the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher UnitShare).

Splits and Combinations. (a) Subject to paragraph (c) of this Section 3.12(d)3.9, the Company may make a pro rata distribution of Units Shares of any class or series to all Record HoldersHolders of such class or series of Shares, or may effect a split, subdivision or combination of Units, so long as, after Shares of any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis class or stated as a number of Units are proportionately adjustedseries. (b) Whenever such a distribution, split, subdivision or combination of Units Shares is declared, the Board of Directors shall select a Record Date for determining the holders of Shares entitled to receive such distribution or have their Shares be subject to such split, subdivision or combination, and a date as of which the distribution, split, subdivision or combination shall be effective effective. Notice of a distribution, split, subdivision or combination of Shares shall be given promptly, and shall send notice thereof at least 20 days prior to such Record Date in accordance with the NASDAQ Stock Market Rules or the rules of any other National Securities Exchange on which Shares are then listed for trading, to each Record HolderHolder as of such date selected by the Board of Directors. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Shares to be held by each Record Holder after giving effect to such distribution, split, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following In the case of any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, held by such Record Holder immediately prior to such Record Date. (d) The Company may issue fractional Units upon any distributionsplit, subdivision or combination of Units. If a Class A Common Shares (or Class B Common Shares), the Class B Common Shares (or the Class A Common Shares) shall also be distributed, split, subdivided or combined so that the number of Class A Common Shares and Class B Common Shares Outstanding immediately following such distribution, split, subdivision or combination shall bear the same relationship to each other as did the number of Units would otherwise result Class A Common Shares and Class B Common Shares Outstanding immediately prior to such distribution, split, subdivision or combination such that each Shareholder shall have the same proportionate interest in the issuance Company as before such event, and any amounts calculated on a per Share basis or stated as a number of fractional Units but for this Section 3.12(d), the Board of Directors may direct that each fractional Unit shall Shares will be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit)proportionately adjusted.

Splits and Combinations. (a) Subject to paragraphs (d) and (e) of this Section 3.12(d)3.7, the Company may make a pro rata distribution of Units Shares of any class or series to all Record HoldersHolders of such class or series of Shares, or may effect a subdivision or combination of Units, so long as, after Shares of any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis class or stated as a number of Units are proportionately adjustedseries. (b) Whenever such a distribution, subdivision or combination of Units Shares is declared, the Board of Directors shall select a Record Date date (the “Effective Date”) as of which the distribution, subdivision or combination shall be effective effective. Written notice of a distribution, subdivision or combination of Shares shall be given promptly, and shall send notice thereof at least 20 days prior to such Record Date in accordance with the rules of the New York Stock Exchange or any other National Securities Exchange on which Shares are then listed for trading, to each Record HolderHolder as of a date selected by the Board of Directors. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly In the event that Certificates are issued, promptly following any such distribution, subdivision or combination, the Company may issue new Certificates to the Record Holders of Units Shares as of the applicable Record Effective Date representing the new number of Units Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Shares Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificates held by such Record Holder immediately prior to such Record Effective Date. (d) The Company may shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Shares, the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher UnitShare). (e) In the case of any subdivision or combination of Class A Common Shares (or Class B Common Shares), the Class B Common Shares (or the Class A Common Shares) shall also be subdivided or combined so that the number of Class A Common Shares and Class B Common Shares outstanding immediately following such subdivision or combination shall bear the same relationship to each other as did the number of Class A Common Shares and Class B Common Shares outstanding immediately prior to such subdivision or combination.

Splits and Combinations. (a) Subject to Section 3.12(dSections 4.11(d) and 5.10(d), the Company General Partner may make a pro rata Pro Rata distribution of Units or other Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; provided, so long ashowever, that, subject to Sections 4.11(d) and 5.10(d), after any such eventdistribution, subdivision or combination, the General Partner shall take whatever action is required to cause each Member shall Partner to have the same Percentage Interest in the Company Partnership as before such eventdistribution, subdivision or combination and any amounts calculated the Capital Accounts of all such classes of distributed, subdivided or combined Units or other Partnership Securities Outstanding prior to such distribution, subdivision or combination shall be divided equally (on a per Unit basis class by class basis) among all such Units or stated as a number of Units are proportionately adjustedother Partnership Securities Outstanding after such distribution, subdivision or combination. (b) Whenever Except with respect to subdivisions of Outstanding I-Units pursuant to Sections 5.10(b) and 5.10(e), whenever such a distribution, subdivision or combination of Units or other Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units or other Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue Certificates cause Certificates, or other evidence of the issuance of uncertificated Units or other Partnership Securities, to be issued to the Record Holders of Units or other Partnership Securities as of the applicable Record Date representing the new number of Units or other Partnership Securities held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, if any such distribution, subdivision or combination results in a smaller total number of Units or other Partnership Securities Outstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new Certificate, or other evidence of the issuance of uncertificated Units or other Partnership Securities, the surrender of any Certificate, or other evidence of the Certificate(s), if anyissuance of uncertificated Units or other Partnership Securities, held by such Record Holder immediately prior to such Record Date. (d) The Company may Except with respect to I-Units, the Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for this Section 3.12(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).provision of

Splits and Combinations. (a) 4.11.1 Subject to the provisions of Section 3.12(d)4.11.4, the Company General Partner may make a pro rata distribution of Units in Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsPartnership Securities, but in each case only on a pro rata basis so long asthat, after any such eventdistribution, subdivision or combination, each Member Record Holder shall have the same Percentage Interest in the Company Partnership as before such eventdistribution, and any amounts calculated on a per Unit basis subdivision or stated as a number of Units are proportionately adjustedcombination. (b) 4.11.2 Whenever such a distribution, subdivision or combination of Units is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to notify each Record HolderHolder of the distribution, subdivision or combination. The Board of Directors also may General Partner may, but shall not be required to, cause a firm of independent public accountants selected by it to calculate the number of LP Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy correctness of such a calculation. (c) 4.11.3 Promptly following any such distribution, subdivision or combination, the Company General Partner may cause the Partnership to issue Certificates to the Record Holders of Units as of the applicable such Record Date new Unit Certificates representing the new number of LP Units held by such Record Holders, or the Board of Directors may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, that in the case of any such distribution, subdivision or combination results resulting in a smaller total number of Units OutstandingOutstanding LP Units, the Company shall General Partner may require, as a condition to the delivery to a Record Holder of any such new Unit Certificate, the surrender of any Unit Certificate representing the Certificate(s), if any, held by such Record Holder immediately LP Units prior to such Record Datedeclaration. (d) 4.11.4 The Company may Partnership shall not issue fractional LP Units upon any distribution, subdivision or combination of LP Units. If a distribution, subdivision or combination of LP Units would otherwise result in the issuance of fractional LP Units but for the provisions of Section 4.9 and this Section 3.12(d)4.11.4, the Board of Directors may direct that each fractional LP Unit shall be rounded to the nearest whole LP Unit (and a 0.5 LP Unit shall be rounded to the next higher LP Unit).

Splits and Combinations. (a) Subject to the provisions of Section 3.12(d4.4(d), the Company Board of Directors may make a pro rata distribution of Units in Member Interests to all Record Holders, Holders or may effect a subdivision or combination of UnitsMember Interests, so long as, after any such event, but in each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated case only on a per Unit basis or stated as a number of Units are proportionately adjustedpro rata basis. (b) Whenever such a distribution, subdivision or combination of Units is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to notify each Record HolderHolder of the distribution, subdivision or combination. The Board of Directors also may may, but shall not be required to, cause a firm of independent public accountants selected by it to calculate the number of Units Member Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy correctness of such a calculation. (c) Promptly following any such distribution, subdivision or combination, the Board of Directors may cause the Company may to issue Certificates to the Record Holders of Units as of the applicable such Record Date new Certificates representing the new number of Units Member Interests held by such Record Holders, or the Board of Directors may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, that in the case of any such distribution, subdivision or combination results resulting in a smaller total number of Units OutstandingOutstanding Member Interests, the Company shall Board of Directors may require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of any Certificate representing the Certificate(s), if any, held by such Record Holder immediately Member Interests prior to such Record Datedeclaration. (d) The Company may shall not issue fractional Units Member Interests upon any distribution, subdivision or combination of UnitsMember Interests. If a distribution, subdivision or combination of Units Member Interests would otherwise result in the issuance of fractional Units Member Interests but for the provisions of Section 4.8 and this Section 3.12(d4.4(d), the Board of Directors may direct that each fractional Unit Member Interest shall be rounded to the nearest whole Unit Member Interest (and a 0.5 Unit Member Interest shall be rounded to the next higher UnitMember Interests).

Splits and Combinations. (a) Subject to Section 3.12(d4.8(d), the Company Board of Directors may make a pro rata distribution of Units or other Company Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Company Securities; provided, so long ashowever, after any such eventdistribution, subdivision or combination, each Member shall have the same Percentage Interest in the Company as before such eventdistribution, and any amounts calculated on a per Unit basis subdivision or stated as a number of Units are proportionately adjustedcombination. (b) Whenever such a distribution, subdivision or combination of Units or other Company Securities is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 twenty days prior to such Record Date to each Record HolderHolder as of the date not less than ten days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company Board of Directors may issue cause Certificates to be issued to the Record Holders of Units as of the applicable Record Date representing the this new number of Units held by such Record Holders, or the Board of Directors may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, if any such distribution, subdivision or combination results in a smaller total number of Units Outstanding, the Company Board of Directors shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 4.7 and this Section 3.12(d4.8(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d)The General Partner, the Company in its sole and absolute discretion, may (i) make a pro rata distribution of in Units to all Record Holders, Holders or may (ii) effect a subdivision or combination of Units, but in each case only on a pro rata basis so long asthat, after any such eventdistribution, subdivision or combination, each Member shall Record Holder shall, subject to Section 4.06(d), have the same Percentage Interest in the Company Partnership as before such eventdistribution, and any amounts calculated on a per Unit basis subdivision or stated as a number of Units are proportionately adjusted.combination. 12 (b) Whenever such a distribution, subdivision subdivision, or combination of Units is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 twenty (20) days prior to such Record Date to each Record Holder. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy date ten (10) days prior to the date of such calculationnotice. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue cause Certificates or Depositary Receipts, or other evidence of the issuance of uncertificated Units, as the case may be, to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units or Depositary Units held by such Record HoldersHolder, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, that in the event any such distribution, subdivision or combination results in a smaller total number of Units Outstandingoutstanding, the Company shall General Partner may require, as a condition to the delivery to a Record Holder of any such new CertificateCertificate or Depositary Receipt or other evidence of the issuance of uncertificated Units, the surrender of any Certificate or Depositary Receipt or other evidence of the Certificate(s)issuance of uncertificated Units, if any, representing the Units held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not be required to issue fractional Units upon any distribution, subdivision or combination of Units. If a In the event any distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 4.05 and this Section 3.12(d4.06(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d4.11(d), the Company General Partner may make a pro rata distribution of Units or other Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; provided, so long ashowever, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted.that, (b) Whenever such a distribution, subdivision or combination of Units or other Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue cause Unit Certificates to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, if any such distribution, subdivision or combination results in a smaller total number of Units Outstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new Unit Certificate, the surrender of the Certificate(s), if any, any Unit Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provision of Section 4.10 and this Section 3.12(d4.11(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d)paragraph (d) of this Section, the Company may make a pro rata distribution of Units Shares of any class or series to all Record HoldersHolders of such class or series of Shares, or may effect a subdivision or combination of Units, Shares of any class or series so long as, after any such event, (i) each Member Record Holder of such class or series of Shares shall have the same Percentage Interest in the Company as before such event, and (ii) any amounts calculated on a per Unit Share basis or stated as a number of Units Shares are proportionately adjustedadjusted (including, with respect to the Series A Preferred Shares, the Series A Liquidation Preference, the per share amount of all distributions, the redemption price and the voting rights). (b) Whenever such a distribution, subdivision or combination of Units Shares of a class or series is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder of such class or series of Shares as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Shares of such class or series to be held by each such Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Shares of such class or series as of the applicable Record Date representing the new number of Units Shares of such class or series held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Shares of such class or series Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of any Certificate in respect of the Certificate(s), if any, Shares of such class or series held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Shares, the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher Unit)Share) or the Company may pay cash in lieu of the issuance of any such fractional Shares as determined by the Board of Directors.

Splits and Combinations. (a) Subject to Section 3.12(d), the Company The Partnership may make a pro rata distribution of Units Partnership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, so long as, after Partnership Interests. Upon any such event, each Member Partner shall have the same Percentage Interest in the Company Partnership as before such eventevent (subject to the effect of Section 5.8(d) and Section 5.11(b)(vi)(E)), and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are shall be proportionately adjusted.adjusted retroactive to the beginning of the Partnership. DOMINION ENERGY MIDSTREAM PARTNERS, LP FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (b) Whenever such a distribution, subdivision or combination of Units Partnership Interests is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. The Board Holder as of Directors also may cause a firm of independent public accountants selected by it date not less than 10 days prior to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy date of such calculationnotice. (c) Promptly following any such distribution, subdivision or combination, the Company Partnership may issue Certificates to the Record Holders of Units Partnership Interests as of the applicable Record Date representing the new number of Units Partnership Interests held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Partnership Interests Outstanding, the Company Partnership shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.5(d) and this Section 3.12(d5.8(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(dSections 4.11(d) and 5.10(d), the Company General Partner may make a pro rata Pro Rata distribution of Units or other Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; provided, so long ashowever, that, subject to Sections 4.11(d) and 5.10(d), after any such eventdistribution, subdivision or combination, the General Partner shall take whatever action is required to cause each Member shall Partner to have the same Percentage Interest in the Company Partnership as before such eventdistribution, and any amounts calculated subdivision or combination and, except as provided in Section 4.6(d)(iii), the Capital Accounts of all such classes of distributed, subdivided or combined Units or other Partnership Securities Outstanding prior to such distribution, subdivision or combination shall be divided equally (on a per Unit basis class by class basis) among all such Units or stated as a number of Units are proportionately adjustedother Partnership Securities Outstanding after such distribution, subdivision or combination. (b) Whenever Except with respect to subdivisions of (i) Outstanding I-Units pursuant to Sections 5.10(b) and 5.10(e) and (ii) Outstanding Class C Units pursuant to Section 5.11(b), whenever such a distribution, subdivision or combination of Units or other Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue cause Certificates to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, if any such distribution, subdivision or combination results in a smaller total number of Units Outstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may Except with respect to I-Units and Class C Units, the Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provision of Section 4.10 and this Section 3.12(d4.11(d), the Board of Directors may direct that each fractional Unit (other than a fractional I-Unit or Class C Unit) shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d3.8(d), the Company may make a pro rata distribution of a class or series of Units to all Record HoldersHolders of a class or series of Units, or may effect a subdivision or combination of a class or series of Units; provided, so long as, that after any such eventdistribution, subdivision or combination, each Member shall have the same Percentage Interest in the Company as before prior to such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted. (b) Whenever such a pro rata distribution, subdivision or combination of a class or series of Units is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send provide notice thereof at least 20 days prior to such Record Date to each Person who is a Record HolderHolder of a class or series of Units. The Board of Directors also may cause the Manager or a firm of independent public accountants third-party advisor selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by the Manager or such firm advisor as conclusive evidence of the accuracy of such calculation. (c) Promptly If the Units are certificated, promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of such Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units OutstandingOutstanding of such class or series, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon Units. If any distribution, subdivision or combination of Units. If a distribution, subdivision or combination Units under the terms of Units this Agreement would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Units, the Board of Directors may direct that each fractional Unit shall shall, in the sole discretion of the Board, be rounded to the nearest whole Unit (and with a 0.5 Unit shall be being rounded up to the next higher Unit)) or the Company shall pay cash in lieu of the issuance of any such fractional Unit.

Splits and Combinations. (a) Subject to Section 3.12(d3.8(d), the Company may make a pro rata distribution of a class or series of Units to all Record HoldersHolders of a class or series of Units, or may effect a subdivision or combination of a class or series of Units; provided, so long as, that after any such eventdistribution, subdivision or combination, each Member shall have the same Percentage Interest in the Company as before prior to such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted. (b) Whenever such a pro rata distribution, subdivision or combination of a class or series of Units is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send provide notice thereof at least 20 days prior to such Record Date to each Person who is a Record HolderHolder of a class or series of Units. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly If the Units are certificated, promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of such Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units OutstandingOutstanding of such class or series, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon Units. If any distribution, subdivision or combination of Units. If a distribution, subdivision or combination Units under the terms of Units this Agreement would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Units, the Board of Directors may direct that each fractional Unit shall shall, in the sole discretion of the Board, be rounded to the nearest whole Unit (and with a 0.5 Unit shall be being rounded up to the next higher Unit)) or the Company shall pay cash in lieu of the issuance of any such fractional Unit.

Splits and Combinations. (a) Subject to Section 3.12(d)5.6, Section 5.8(d) and Section 6.7, the Company may make a pro rata Pro Rata distribution of Units Company Securities of any class or series to all Record Holders, Holders of Company Securities of such class or series or may effect a subdivision or combination of Units, Company Securities so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjustedadjusted retroactive to the date of formation of the Company. (b) Whenever such a distribution, subdivision or combination of Units Company Securities is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Company Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Company Securities as of the applicable Record Date representing the new number of Units Company Securities held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Company Securities Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.6 and this Section 3.12(d5.8(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d5.4(d), the Company may make a pro rata Pro Rata distribution of Units Company Securities to all Record Holders, Holders or may effect a subdivision or combination of Units, Company Securities so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit Share basis or stated as a number of Units Shares are proportionately adjustedadjusted retroactive to the date of formation of the Company; provided, that no subdivision, combination or other Pro Rata distribution of Common Shares shall be effected unless Linn Energy has effected a subdivision, combination or other Pro Rata distribution with respect to Linn Units. In such case, the Company shall by the same number increase or decrease, as the case may be, the number of Common Shares that are reflected as Outstanding on the books and records of the Company (including the Transfer Agent) as of the date of determination, (i) in the event of an increase in the number of Shares, by making to each Record Holder of Common Shares a Pro Rata distribution of Common Shares or by effecting a split of Common Shares, or (ii) in the event of a decrease in the number of Linn Units, by effecting a combination of Common Shares. (b) Whenever such a distribution, subdivision or combination of Units Company Securities is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Company Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates Certificates, or shall deliver other evidence of the issuance of uncertificated Company Securities, to the Record Holders of Units Company Securities as of the applicable Record Date representing the new number of Units Company Securities held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Company Securities Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, or other evidence of the issuance of uncertificated Company Securities, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder Holder, or the delivery of such other documentation as may be required to transfer uncertificated Company Securities, immediately prior to such Record Date. (d) The Company may shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units Shares but for the provisions of Section 5.2 and this Section 3.12(d5.4(d), the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher UnitShare).

Splits and Combinations. (a) Subject to Section 3.12(d)The General Partner, the Company may in its sole and absolute discretion, may (i) make a pro rata distribution of in Units to all Record Holders, Holders or may (ii) effect a subdivision or combination of Units, but in each case only on a pro rata basis so long asthat, after any such eventdistribution, subdivision or combination, each Member shall Record Holder shall, subject to Section 4.06(d), have the same Percentage Interest in the Company Partnership as before such eventdistribution, and any amounts calculated on a per Unit basis subdivision or stated as a number of Units are proportionately adjustedcombination. (b) Whenever such a distribution, subdivision subdivision, or combination of Units is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 twenty (20) days prior to such Record Date to each Record Holder. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy date ten (10) days prior to the date of such calculationnotice. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue cause Certificates or Depositary Receipts, as the case may be, to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units or Depositary Units held by such Record HoldersHolder, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, that in the event any such distribution, subdivision or combination results in a smaller total number of Units Outstandingoutstanding, the Company shall General Partner may require, as a condition to the delivery to a Record Holder of any such new CertificateCertificate or Depositary Receipt, the surrender of any Certificate or Depositary Receipt representing the Certificate(s), if any, Units held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not be required to issue fractional Units upon any distribution, subdivision or combination of Units. If a In the event any distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 4.05 and this Section 3.12(d4.06(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d)4.11(d) hereof, the Company General Partner may make a pro rata distribution of Units or Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; provided, so long ashowever, that after any such eventdistribution, subdivision or combination, each Member Partner shall have the same Percentage Interest in the Company partnership as before such eventdistribution, and any amounts calculated on a per Unit basis subdivision or stated as a number of Units are proportionately adjustedcombination. (b) Whenever such a distribution, subdivision or combination of Units or Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 days prior to such Record Date Date, to each Record HolderHolder as of the date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue Certificates cause Depositary Receipts to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, that in the event any such distribution, subdivision or combination results in a smaller total number of Units Outstandingoutstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new CertificateDepositary Receipt, the surrender of the Certificate(s), if any, held by such Record Holder immediately prior to such Record Date. (d) The Company may issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for this Section 3.12(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).of

Splits and Combinations. (a) Subject The General Partner may cause the Partnership to Section 3.12(d), the Company may make a pro rata distribution in Units (or any other instrument evidencing ownership or assignment of Units Partnership Interests) to all Record Holders, Holders or may effect a subdivision or combination of Units, Units (or any other instrument evidencing ownership or assignment of Partnership Interests) but in each case only on a pro rata basis so long asthat, after any such eventdistribution, subdivision or combination, each Member shall Partner and Unitholder shall, subject to Section 4.6(d), have substantially the same Percentage Interest in the Company Partnership as before such eventdistribution, and subdivision or combination. The Partnership may, but shall not be required to, issue fractional Units (or any amounts calculated on a per Unit basis other instrument evidencing ownership or stated as a number assignment of Partnership Interests) upon any such distribution, subdivision or combination of Units are proportionately adjusted(or any other instrument evidencing ownership or assignment of Partnership Interests). In the event any distribution, subdivision or combination of Units (or any other instrument evidencing ownership or assignment of Partnership Interests) would result in the issuance of fractional Units (or other instrument evidencing ownership or assignment of Partnership Interests) but for the provisions of this Section 4.6(a), in the sole discretion of the General Partner, the final fraction of a Unit (or any other instrument evidencing ownership or assignment of Partnership Interests) issuable to each Record Holder may be rounded to the nearest whole Unit (or any other instrument evidencing ownership or assignment of Partnership Interests). (b) Whenever such a distribution, subdivision or combination of Units is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 twenty (20) days prior to such Record Date to each Record HolderHolder as of the date ten (10) days prior to the date of such notice. The Board of Directors General Partner also may cause a the Accounting Firm or another firm of independent public accountants selected by it to calculate the number of Units (or any other instrument evidencing ownership or assignment of Partnership Interests) to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy correctness of such a calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may cause the Partnership to issue Certificates to the Record Holders of Units (or any other instrument evidencing ownership or assignment of Partnership Interests) as of the applicable Record Date representing the new number of Units (or any other instrument evidencing ownership or assignment of Partnership Interests) held by such Record HoldersHolder, or the Board of Directors General Partner may adopt such other procedures that or instruments as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination: provided however, that in the event any such distribution, subdivision or combination results in a smaller total number of Units Outstanding(or any other instrument evidencing ownership or assignment of Partnership Interests) outstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of any Certificate representing the Certificate(s), if any, held Partnership Interest owned by such Record Holder immediately prior to such Record Date. (d) The Company may issue fractional Units upon Notwithstanding any distributionprovision in this Section 4.6 to the contrary, subdivision or combination of Units. If a no distribution, subdivision or combination of Units would otherwise (or other instrument evidencing ownership or assignment of Partnership Interests) shall be made without a Majority Vote of the Limited Partners, unless: (i) the Partnership shall have received an Opinion of Counsel to the effect that such action will not have any material adverse effect on the Federal income taxation of the Unitholders as a class or any group of Unitholders; and (ii) such action shall not result in any change in the rights of any Unitholder to cash distributions by the Partnership or the distributive share of such Unitholder in the profits and losses of the Partnership (except any immaterial change resulting from any issuance or elimination of fractional Units but for this Section 3.12(d), the Board (or other instrument evidencing ownership or assignment of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher UnitPartnership Interests) permitted hereunder).

Splits and Combinations. (a) Subject to Section 3.12(dSections 4.11(d) and 5.10(d), the Company General Partner may make a pro rata Pro Rata distribution of Units or other Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; provided, so long ashowever, that, subject to Sections 4.11(d) and 5.10(d), after any such eventdistribution, subdivision or combination, the General Partner shall take whatever action is required to cause each Member shall Partner to have the same Percentage Interest in the Company Partnership as before such eventdistribution, subdivision or combination and any amounts calculated the Capital Accounts of all such classes of distributed, subdivided or combined Units or other Partnership Securities Outstanding prior to such distribution, subdivision or combination shall be divided equally (on a per Unit basis class by class basis) among all such Units or stated as a number of Units are proportionately adjustedother Partnership Securities Outstanding after such distribution, subdivision or combination. (b) Whenever Except with respect to subdivisions of Outstanding I-Units pursuant to Sections 5.10(b) and 5.10(e), whenever such a distribution, subdivision or combination of Units or other Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue Certificates cause Certificates, or other evidence of the issuance of uncertificated Units, to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, if any such distribution, subdivision or combination results in a smaller total number of Units Outstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the Certificate(s), if anyissuance of uncertificated Units, held by such Record Holder immediately prior to such Record Date. (d) The Company may Except with respect to I-Units, the Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provision of Section 4.10 and this Section 3.12(d4.11(d), the Board of Directors may direct that each fractional Unit (other than a fractional I-Unit) shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d)paragraph (d) of this Section, ‎Section 3.3 and ‎Section 3.4, and unless otherwise provided in any Share Designation or Series Designation, the Company may make a pro rata distribution of Units Shares of any class or series of a Series to all Record HoldersHolders of such class or series of Shares of a Series, or may effect a subdivision or combination of UnitsShares of any class or series of a Series, in each case, on an equal per-Share basis and so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit per-Share basis or stated as a number of Units Shares are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Units Shares is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.. 25 (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Shares as of the applicable Record Date representing the new number of Units Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Shares Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Subject to ‎Section 3.4 and unless otherwise provided in any Share Designation or Series Designation, the Company may shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Shares, the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher UnitShare).

Splits and Combinations. (a) Subject to Section 3.12(dSections 4.11(d) and 5.10(a) and (d), the Company General Partner may make a pro rata Pro Rata distribution of Units or other Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; provided, so long ashowever, that, subject to Sections 4.11(d) and 5.10(a) and (d), after any such eventdistribution, subdivision or combination, each Member Partner shall have the same Percentage Interest in the Company Partnership as before such eventdistribution, subdivision or combination and any amounts calculated the Capital Accounts of all such classes of distributed, subdivided or combined Units or other Partnership Securities Outstanding prior to such distribution, subdivision or combination shall be divided equally (on a per Unit basis class by class basis) among all such Units or stated as a number of Units are proportionately adjustedother Partnership Securities Outstanding after such distribution, subdivision or combination. (b) Whenever Except with respect to subdivisions of Outstanding I-Units pursuant to Section 5.10(a), whenever such a distribution, subdivision or combination of Units or other Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue cause Unit Certificates to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, if any such distribution, subdivision or combination results in a smaller total number of Units Outstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new Unit Certificate, the surrender of the Certificate(s), if any, any Unit Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may Except with respect to I-Units, the Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provision of Section 4.10 and this Section 3.12(d4.11(d), the Board of Directors may direct that each fractional Unit (other than a fractional I-Unit) shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to paragraph (d) of this Section, Section 3.12(d)3.3 and Section 3.4, and unless otherwise provided in any Share Designation or Series Designation, the Company may make a pro rata distribution of Units Shares of any class or series of a Series to all Record HoldersHolders of such class or series of Shares of a Series, or may effect a subdivision or combination of UnitsShares of any class or series of a Series, in each case, on an equal per-Share basis and so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit per-Share basis or stated as a number of Units Shares are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Units Shares is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Shares as of the applicable Record Date representing the new number of Units Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Shares Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Subject to Section 3.4 and unless otherwise provided in any Share Designation or Series Designation, the Company may shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Shares, the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher UnitShare).

Splits and Combinations. (a) Subject to Section 3.12(d4.8(d), the Company General Partner may make a pro rata distribution of Units or other Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; provided, so long ashowever, that after any such eventdistribution, subdivision or combination, each Member Partner shall have the same Percentage Interest in the Company Partnership as before such eventdistribution, and any amounts calculated on a per Unit basis subdivision or stated as a number of Units are proportionately adjustedcombination. (b) Whenever such a distribution, subdivision or combination of Units or other Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 twenty days prior to such Record Date to each Record HolderHolder as of the date not less than ten days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue cause Unit Certificates to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, if any such distribution, subdivision or combination results in a smaller total number of Units Outstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new Unit Certificate, the surrender of the Certificate(s), if any, any Unit Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provision of Section 4.7 and this Section 3.12(d4.8(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d), the The Company may make a pro rata distribution of Units Membership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Membership Interests so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such eventevent (subject to the effect of Section 5.6(d)), and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Units Membership Interests is declared, the Board of Directors Managing Member shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.least (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Membership Interests as of the applicable Record Date representing the new number of Units Membership Interests held by such Record Holders, or the Board of Directors Managing Member may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Membership Interests Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.4(d) and this Section 3.12(d5.6(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(dSections 4.11(d) and 5.10(d), the Company General Partner may make a pro rata Pro Rata distribution of Units or other Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; PROVIDED, so long asHOWEVER, that, subject to Sections 4.11(d) and 5.10(d), after any such eventdistribution, subdivision or combination, each Member Partner shall have the same Percentage Interest in the Company Partnership as before such eventdistribution, and any amounts calculated subdivision or combination and, except as provided in Section 4.6(d)(iii), the Capital Accounts of all such classes of distributed, subdivided or combined Units or other Partnership Securities Outstanding prior to such distribution, subdivision or combination shall be divided equally (on a per Unit basis class by class basis) among all such Units or stated as a number of Units are proportionately adjustedother Partnership Securities Outstanding after such distribution, subdivision or combination. (b) Whenever Except with respect to subdivisions of Outstanding I-Units pursuant to Section 5.10(b), whenever such a distribution, subdivision or combination of Units or other Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue cause Certificates to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; PROVIDED, HOWEVER, if any such distribution, subdivision or combination results in a smaller total number of Units Outstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may Except with respect to I-Units, the Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provision of Section 4.10 and this Section 3.12(d4.11(d), the Board of Directors may direct that each fractional Unit (other than a fractional I-Unit) shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d‎Section 5.9(d) (dealing with adjustments of distribution levels), the Company may make a pro rata Pro Rata distribution of Units Membership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Membership Interests so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted, provided, however, that the Company may not effect a subdivision or combination of Membership Interests described in this ‎Section 5.9(a) unless the Managing Member also effects an equivalent subdivision or combination, as determined by the Managing Member. (b) Whenever such a distribution, subdivision or combination of Units Membership Interests is declared, the Board of Directors Managing Member shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice (or such shorter periods as required by applicable law). The Board of Directors Managing Member also may cause a firm of independent public accountants selected by it to calculate the number of Units Membership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors Managing Member shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company Managing Member may issue Certificates or uncertificated Membership Interests to the Record Holders of Units Membership Interests as of the applicable Record Date representing the new number of Units Membership Interests held by such Record Holders, or the Board of Directors Managing Member may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Membership Interests Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new CertificateMembership Interests represented by Certificates, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision subdivision, combination or combination reorganization of Units would otherwise result in the issuance of fractional Units but for the provisions of ‎Section 5.4(e) and this Section 3.12(d‎Section 5.9(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d4.8(d), the Company Board of Directors may make a pro rata distribution of Units or other Company Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Company Securities; provided, so long ashowever, after any such eventdistribution, subdivision or combination, each Member shall have the same Percentage Interest in the Company as before such eventdistribution, and any amounts calculated on a per Unit basis subdivision or stated as a number of Units are proportionately adjustedcombination. (b) Whenever such a distribution, subdivision or combination of Units or other Company Securities is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 twenty days prior to such Record Date to each Record HolderHolder as of the date not less than ten days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company Board of Directors may issue cause Certificates to be issued to the Record Holders of Units as of the applicable Record Date representing the this new number of Units held by such Record Holders, or the Board of Directors may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, if any such distribution, subdivision or combination results in a smaller total number of Units Outstanding, the Company Board of Directors shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 4.7 and this Section 3.12(d4.8(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).a

Splits and Combinations. (a) Subject to Section 3.12(dSections 4.11(d) and 5.10(d), the Company General Partner may make a pro rata Pro Rata distribution of Units or other Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; provided, so long ashowever, that, subject to Sections 4.11(d) and 5.10(d), after any such eventdistribution, subdivision or combination, the General Partner shall take whatever action is required to cause each Member shall Partner to have the same Percentage Interest in the Company Partnership as before such eventdistribution, subdivision or combination and any amounts calculated the Capital Accounts of all such classes of distributed, subdivided or combined Units or other Partnership Securities Outstanding prior to such distribution, subdivision or combination shall be divided equally (on a per Unit basis class by class basis) among all such Units or stated as a number of Units are proportionately adjustedother Partnership Securities Outstanding after such distribution, subdivision or combination. (b) Whenever Except with respect to subdivisions of Outstanding I-Units pursuant to Sections 5.10(b) and 5.10(e), whenever such a distribution, subdivision or combination of Units or other Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue Certificates cause Certificates, or other evidence of the issuance of uncertificated Units, to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, if any such distribution, subdivision or combination results in a smaller total number of Units Outstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the Certificate(s), if anyissuance of uncertificated Units, held by such Record Holder immediately prior to such Record Date. (d) The Company may Except with respect to I-Units, the Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for this Section 3.12(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).provision of

Splits and Combinations. (a) Subject to Section 3.12(d5.4(d), the Company may make a pro rata Pro Rata distribution of Units Company Securities to all Record Holders, Holders or may effect a subdivision or combination of Units, Company Securities so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit Share basis or stated as a number of Units Shares are proportionately adjustedadjusted retroactive to the date of formation of the Company; provided, that no subdivision, combination or other Pro Rata distribution of Common Shares shall be effected unless Linn Energy has effected a subdivision, combination or other Pro Rata distribution with respect to Linn Units. In such case, the Company shall by the same number increase or decrease, as the case may be, the number of Common Shares that are reflected as Outstanding on the books and records of the Company (including the Transfer agent) as of the date of determination, (i) in the event of an increase in the number of Shares, by making to each Record Holder of Common Shares a Pro Rata distribution of Common Shares or by effecting a split of Common Shares, or (ii) in the event of a decrease in the number of Linn Units, by effecting a combination of Common Shares. (b) Whenever such a distribution, subdivision or combination of Units Company Securities is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Company Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates Certificates, or shall deliver other evidence of the issuance of uncertificated Company Securities, to the Record Holders of Units Company Securities as of the applicable Record Date representing the new number of Units Company Securities held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Company Securities Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, or other evidence of the issuance of uncertificated Company Securities, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder Holder, or the delivery of such other documentation as may be required to transfer uncertificated Company Securities, immediately prior to such Record Date. (d) The Company may shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units Shares but for the provisions of Section 5.2 and this Section 3.12(d5.4(d), the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher UnitShare).

Splits and Combinations. (a) Subject to Section 3.12(d)4.11(d) hereof, the Company General Partner may make a pro rata distribution of Units or Partnership Securities to all Record Holders, Holders or may effect a subdivision or combination of UnitsUnits or other Partnership Securities; provided, so long ashowever, that after any such eventdistribution, subdivision or combination, each Member Partner shall have the same Percentage Interest in the Company Partnership as before such eventdistribution, and any amounts calculated on a per Unit basis subdivision or stated as a number of Units are proportionately adjustedcombination. (b) Whenever such a distribution, subdivision or combination of Units or Partnership Securities is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 days prior to such Record Date Date, to each Record HolderHolder as of the date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company General Partner may issue Certificates cause Depositary Receipts to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision or combination; provided, however, that in the event any such distribution, subdivision or combination results in a smaller total number of Units Outstandingoutstanding, the Company General Partner shall require, as a condition to the delivery to a Record Holder of any such new CertificateDepositary Receipt, the surrender of the Certificate(s), if any, any Depositary Receipt held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 4.10 and this Section 3.12(d4.11(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject The General Partner may, in its sole discretion, cause the Partnership to Section 3.12(d), the Company may make a pro rata distribution in Units (or any other instrument evidencing ownership or assignment of Units Partnership Interests) to all Record Holders, Holders or may effect a subdivision or combination of Units, Units (or any other instrument evidencing ownership or assignment of Partnership Interests) but in each case only on a pro rata basis so long asthat, after any such eventdistribution, subdivision or combination, each Member shall Partner and Unitholder shall, subject to Section 5.07(e), have substantially the same Percentage Interest in the Company Partnership as before such eventdistribution, and subdivision or combination. The Partnership may, but shall not be required to, issue fractional Units (or any amounts calculated on a per Unit basis other instrument evidencing ownership or stated as a number assignment of Partnership Interests) upon any such distribution, subdivision or combination of Units are proportionately adjusted(or any other instrument evidencing ownership or assignment of Partnership Interests). In the event any distribution, subdivision or combination of Units (or any other instrument evidencing ownership or assignment of Partnership Interests) would result in the issuance of fractional Units (or other instrument evidencing ownership or assignment of Partnership Interests) but for the provisions of this Section 5.07(a), in the sole discretion of the General Partner, the final fraction of a Unit (or other instrument evidencing ownership or assignment of Partnership Interests) issuable to each record holder may be rounded to the nearest whole Unit (or other instrument evidencing ownership or assignment of Partnership Interests). (b) Whenever such a distribution, subdivision or combination of Units is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof of the distribution, subdivision or combination at least 20 twenty (20) days prior to such Record Date to each Record HolderHolder as of the date ten (10) days prior to the date of such notice. The Board of Directors General Partner also may cause a the Accounting Firm or another firm of independent public accountants selected by it to calculate the number of Units (or any other instrument evidencing ownership or assignment of Partnership Interests) to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy correctness of such a calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units as of the applicable Record Date representing the new number of Units held by such Record Holders, or the Board of Directors may General Partner shall adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changesdistribution, subdivision or combination. (d) Notwithstanding anything herein to the contrary (including specifically Section 5.07(e) of this Agreement) and in addition to the authority of the General Partner to effect distributions, subdivisions and combinations set forth in this Section 5.07, the General Partner, in its sole discretion during the period ending on the first anniversary of the Closing and for the sole purpose of reducing the number of holders of Units (or other instrument evidencing ownership or assignment of Partnership Interests) in order to allow the Partnership to remain exempt from regulation under the Investment Company Act of 1940, may effect one or more combinations of Units (or other instrument evidencing ownership or assignment of Partnership Interests) as provided in this Subsection 5.07(d). In the event that any such combination of Units (or any other instruments evidencing ownership or assignment of Partnership Interests) would result in the issuance of fractional Units (or other instrument evidencing ownership or assignment of Partnership Interests) but for the provisions of this Section 5.07(d), the General Partner, in its sole discretion, may pay to each Record Holder, in lieu of any fraction of a Unit (or any other instrument evidencing ownership or assignment of Partnership Interests) issuable to each Record Holder, an amount of cash equal to such fraction multiplied by a per Unit price (the "Split Price") equal to the greater of (i) the average of the high and low prices of the BCLP Units as reported on the New York Stock Exchange ("NYSE") on the five trading days immediately preceding April 17, 1998 and (ii) the sum of (x) the average of the high and low prices of the BCLP II Units as reported on the NYSE on the five trading days immediately preceding the date on which such combination is announced and (y) the average of the high and low prices of the Subordinated Debentures as reported on the NYSE on the five trading days immediately preceding the date on which such combination is announced. If any such combination results in is effected, however, holders of Units (or any other instrument evidencing ownership or assignment of Partnership Interests) will be given the opportunity to purchase from the Partnership, at the Split Price, a smaller total sufficient number of Units Outstanding, the Company shall require, as (or other instrument evidencing ownership or assignment of Partnership Interests) to enable each such holder to remain a condition to the delivery to a Record Holder holder of any Units (or other instrument evidencing ownership or assignment of Partnership Interests) after such new Certificate, the surrender of the Certificate(s), if any, held by such Record Holder immediately prior to such Record Datecombination is effected. (de) The Company may issue fractional Units upon Notwithstanding any distributionprovision in this Section 5.07 (other than Section 5.07(d)) to the contrary, subdivision or combination of Units. If a no distribution, subdivision or combination of Units would otherwise (or other instrument evidencing ownership or assignment of Partnership Interests) shall be made without a Super-Majority Vote of the Limited Partners, unless: (i) the Partnership shall have received an Opinion of Counsel to the effect that such action will not have any material adverse effect on the Federal income taxation of the Unitholders as a class or any group of Unitholders; and (ii) such action shall not result in any change in the rights of any Unitholder to distributions by the Partnership or the distributive share of such Unitholder in the profits and losses of the Partnership (except any immaterial change resulting from any issuance of fractional Units but for this Section 3.12(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).or

Splits and Combinations. (a) Subject to paragraph (d) of this Section 3.12(d)3.8, the Company may make a pro rata distribution of Units LLC Shares to all Record HoldersHolders of LLC Shares, or may effect a subdivision or combination of Units, LLC Shares so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit share basis or stated as a number of Units LLC Shares are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Units LLC Shares is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days nor more than 60 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units LLC Shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates uncertificated shares to the Record Holders of Units LLC Shares as of the applicable Record Date representing the new number of Units LLC Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units LLC Shares upon any distribution, subdivision or combination of UnitsLLC Shares. If a distribution, subdivision or combination of Units LLC Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)LLC Shares, the Board of Directors may direct that each fractional Unit LLC Share shall be rounded to the nearest whole Unit LLC Share (and a 0.5 Unit LLC Share shall be rounded to the next higher UnitLLC Share).

Splits and Combinations. (a) Subject to Section 3.12(d5.5 and Section 5.7(d), the Company may make a pro rata Pro Rata distribution of Units Company Securities of any class to all Record Holders, Holders of Company Securities of such class of such Company Securities or may effect a subdivision or combination of Units, the same class of Company Securities so long as, after any such event, each Member holding such class of Company Securities shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis (including those based on the Stated Series A Liquidation Preference, the Stated Series B Liquidation Preference, and the Stated Series C Liquidation Preference) or stated as a number of Units are proportionately adjustedadjusted retroactive to the date of formation of the Company. (b) Whenever such a distribution, subdivision or combination of Units Company Securities is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Company Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Company Securities as of the applicable Record Date representing the new number of Units Company Securities held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Company Securities Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of this Section 3.12(d5.7(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d5.8(d), the Company Partnership may make a pro rata Pro Rata distribution of Units Partnership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Partnership Interests so long as, after any such event, each Member Partner shall have the same Percentage Interest in the Company Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Units Partnership Interests is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Units Partnership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company Partnership may issue Certificates to the Record Holders of Units Partnership Interests as of the applicable Record Date representing the new number of Units Partnership Interests held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Partnership Interests Outstanding, the Company Partnership shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 3.12(d5.8(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d), the Company The Managing General Partner may (i) make a pro rata distribution of in Units to all Record Holders, Holders or may effect a subdivision or combination of Units, but in each case only on a pro rata basis so long asthat, after any such eventdistribution, subdivision, or combination, each Member shall Partner and Assignee shall, subject to Section 5.7(d), have the same Percentage Interest (as defined in Article VI) in the Company Partnership as before such eventdistribution, and any amounts calculated on a per Unit basis subdivision, or stated as a number of Units are proportionately adjustedcombination. (b) Whenever such a distribution, subdivision subdivision, or combination of Units is declareddeclared , the Board of Directors Managing General Partner shall select a Record Date as of which the distribution, subdivision subdivision, or combination shall be effective and shall send notice thereof of the distribution, subdivision, or combination at least 20 twenty (20) days prior to such Record Date to each Record HolderHolder as of the date ten (10) days prior to the date of such notice. The Board of Directors Managing General Partner also may cause a the Accounting Firm or another firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision subdivision, or combination. The Board of Directors Managing General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy correctness of such a calculation. (c) Promptly following any such distribution, subdivision subdivision, or combination, the Company Managing General Partner may issue cause Certificates or Depositary Receipts, as the case may be, to be issued to the Record Holders of Units as of the applicable Record Date representing the new number of Units or Depositary Units held by such Record HoldersHolder, or the Board of Directors Managing General Partner may adopt such other procedures that as it determines to be necessary or may deem appropriate to reflect such changes. If distribution, subdivision, or combination; provided, however, that in the event any such distribution, subdivision, or combination results in a smaller total number of Units Outstandingoutstanding, the Company Managing General Partner shall require, as a condition to the delivery to a Record Holder of any such new CertificateCertificate or Depositary Receipt, the surrender of any Certificate or Depositary Receipt representing the Certificate(s), if any, Units held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not be required to issue fractional Units upon any distribution, subdivision subdivision, or combination of Units. If a In the event any distribution, subdivision subdivision, or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.6 and this Section 3.12(d5.7(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(dSections 5.9(d), 6.6 and 6.8 (dealing with adjustments of distribution levels), the Company may make a pro rata Pro Rata distribution of Units Membership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Membership Interests so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjustedadjusted retroactive to the beginning of the Company. (b) Whenever such a distribution, subdivision or combination of Units Membership Interests is declared, the Board of Directors Manager shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors Manager also may cause a firm of independent public accountants selected by it to calculate the number of Units Membership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors Manager shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Membership Interests as of the applicable Record Date representing the new number of Units Membership Interests held by such Record Holders, or the Board of Directors Manager may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Membership Interests Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for this Section 3.12(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to paragraph (d) of this Section, Section 3.12(d)3.3 and Section 3.4, and unless otherwise provided in any Share Designation or Series Designation, the Company may make a pro rata distribution of Units Shares of any class or series of a Series to all Record HoldersHolders of such class or series of Shares of a Series, or may effect a subdivision or combination of UnitsShares of any class or series of a Series, in each case, on an equal per‑Share basis and so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit per‑Share basis or stated as a number of Units Shares are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Units Shares is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Units Shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Shares as of the applicable Record Date representing the new number of Units Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Shares Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Subject to Section 3.4 and unless otherwise provided in any Share Designation or Series Designation, the Company may shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for this Section 3.12(d)Shares, the Board of Directors may direct that each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher UnitShare).

Splits and Combinations. (a) Subject to Section 3.12(dSections 5.9(d), 6.6 and 6.8 (dealing with adjustments of distribution levels), the Company may make a pro rata Pro Rata distribution of Units Membership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, Membership Interests so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjustedadjusted retroactive to the beginning of the Company. (b) Whenever such a distribution, subdivision or combination of Units Membership Interests is declared, the Board of Directors Manager shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record HolderHolder as of a date not less than 10 days prior to the date of such notice. The Board of Directors Manager also may cause a firm of independent public accountants selected by it to calculate the number of Units Membership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors Manager shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Units Membership Interests as of the applicable Record Date representing the new number of Units Membership Interests held by such Record Holders, or the Board of Directors Manager may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Membership Interests Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 3.12(d5.9(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Splits and Combinations. (a) Subject to Section 3.12(d), the Company The Partnership may make a pro rata distribution of Units Partnership Interests to all Record Holders, Holders or may effect a subdivision or combination of Units, so long as, after Partnership Interests. Upon any such event, each Member Partner shall have the same Percentage Interest in the Company Partnership as before such eventevent (subject to the effect of Section 5.6(d)), and any amounts calculated on a per Unit basis or stated as a number of Units are shall be proportionately adjustedadjusted retroactive to the beginning of the Partnership. (b) Whenever such a distribution, subdivision or combination of Units Partnership Interests is declared, the Board of Directors General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. The Board Holder as of Directors also may cause a firm of independent public accountants selected by it date not less than 10 days prior to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy date of such calculationnotice. (c) Promptly following any such distribution, subdivision or combination, the Company Partnership may issue Certificates to the Record Holders of Units Partnership Interests as of the applicable Record Date representing the new number of Units Partnership Interests held by such Record Holders, or the Board of Directors General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Units Partnership Interests Outstanding, the Company Partnership shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of the Certificate(s), if any, any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company may Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would otherwise result in the issuance of fractional Units but for the provisions of Section 5.4(d) and this Section 3.12(d5.6(d), the Board of Directors may direct that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).