<SEC-DOCUMENT>0001193125-18-070823.txt : 20180306
<SEC-HEADER>0001193125-18-070823.hdr.sgml : 20180306
<ACCEPTANCE-DATETIME>20180305182403
ACCESSION NUMBER:		0001193125-18-070823
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20180305
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20180306
DATE AS OF CHANGE:		20180305

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERPRISE PRODUCTS PARTNERS L P
		CENTRAL INDEX KEY:			0001061219
		STANDARD INDUSTRIAL CLASSIFICATION:	NATURAL GAS TRANSMISSION [4922]
		IRS NUMBER:				760568219
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14323
		FILM NUMBER:		18667997

	BUSINESS ADDRESS:	
		STREET 1:		1100 LOUISIANA 10TH FLOOR
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		7133816500

	MAIL ADDRESS:	
		STREET 1:		1100 LOUISIANA 10TH FLOOR
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d495923d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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<TITLE>Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM <FONT
STYLE="white-space:nowrap">8-K</FONT> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT
REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant to Section&nbsp;13 or 15(d) </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): March&nbsp;5, 2018 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>ENTERPRISE PRODUCTS PARTNERS L.P. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">1-14323</FONT></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">76-0568219</FONT></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
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<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>1100&nbsp;Louisiana Street, 10th&nbsp;Floor, Houston, Texas</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>77002</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code:
<FONT STYLE="white-space:nowrap">(713)&nbsp;381-6500</FONT> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form <FONT STYLE="white-space:nowrap">8-K</FONT> filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (<I>see</I> General Instruction A.2): </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.14a-12)</FONT> </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT STYLE="white-space:nowrap">14d-2(b)</FONT> under the Exchange Act (17 CFR
<FONT STYLE="white-space:nowrap">240.14d-2(b))</FONT> </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT STYLE="white-space:nowrap">13e-4(c)</FONT> under the Exchange Act (17 CFR
<FONT STYLE="white-space:nowrap">240.13e-4(c))</FONT> </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this chapter) or Rule <FONT STYLE="white-space:nowrap">12b-2</FONT> of the Securities Exchange Act of 1934 <FONT STYLE="white-space:nowrap">(&#167;240.12b-2</FONT> of this chapter).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Emerging growth company&nbsp;&nbsp;&#9744; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange
Act.&nbsp;&nbsp;&#9744; </P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;8.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Other Events. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Enterprise Products Partners L.P., a Delaware limited partnership (the
&#147;Partnership&#148;), is filing this Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> in order to (a)&nbsp;file Exhibit 99.1 hereto to replace in its entirety (1)&nbsp;the section under the heading &#147;Material U.S. Federal
Income Tax Consequences&#148; that appears in the Partnership&#146;s Registration Statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> filed with the Securities and Exchange Commission (the &#147;SEC&#148;) on November&nbsp;7, 2017, as
amended on November&nbsp;16, 2017 and declared effective by the SEC on November&nbsp;20, 2017 (Registration <FONT STYLE="white-space:nowrap">No.&nbsp;333-221397),</FONT> including the prospectus contained therein (&#147;Registration Statement
I&#148;) and (2)&nbsp;the section under the heading &#147;Material U.S. Federal Income Tax Consequences&#148; that appears in the Partnership&#146;s prospectus supplement filed with the SEC on December&nbsp;1, 2017, supplementing the prospectus
contained in Registration Statement I (the &#147;Prospectus Supplement&#148;), (b)&nbsp;file Exhibit 99.2 hereto to replace in its entirety the section under the heading &#147;Material U.S. Federal Income Tax Consequences&#148; that appears in the
Partnership&#146;s automatically effective Registration Statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> filed with the SEC on May&nbsp;12, 2016, as amended by a post-effective amendment thereto on December&nbsp;14, 2017 (Registration <FONT
STYLE="white-space:nowrap">No.&nbsp;333-211218),</FONT> including the prospectus contained therein (&#147;Registration Statement II&#148;), in each case (a)&nbsp;and (b) to provide updated disclosure regarding the material tax considerations
associated with the Partnership&#146;s operations and purchase, ownership and disposition of the Partnership&#146;s common units, and (c)&nbsp;provide the legal opinion of Sidley Austin LLP relating to certain tax matters, a copy of which is filed
as Exhibit 8.1 hereto. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </B></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B><I>(d)</I></B></TD>
<TD ALIGN="left" VALIGN="top"><B><I>Exhibits. </I></B></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Exhibit</B><br><B>No.</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:39.50pt; display:inline; font-size:8pt; font-family:Times New Roman; " ALIGN="center"><B>Description</B></P></TD></TR>


<TR STYLE="font-size:1pt">
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<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;8.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d495923dex81.htm">Opinion of Sidley Austin LLP relating to tax matters </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d495923dex991.htm">Update to Material U.S. Federal Income Tax Consequences stated in the Partnership&#146;s Registration Statement I and the Prospectus Supplement </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d495923dex992.htm">Update to Material U.S. Federal Income Tax Consequences stated in the Partnership&#146;s Registration Statement II </A></TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3"><B>ENTERPRISE PRODUCTS PARTNERS L.P.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Enterprise Products Holdings LLC,</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;its General Partner</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">Date: March&nbsp;5, 2018</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ R. Daniel Boss</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">R. Daniel Boss</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Senior Vice President - Accounting and Risk Control</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Michael W. Hanson</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Michael W. Hanson</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Vice President and Principal Accounting Officer</TD></TR>
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<TYPE>EX-8.1
<SEQUENCE>2
<FILENAME>d495923dex81.htm
<DESCRIPTION>EX-8.1
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 8.1 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SIDLEY AUSTIN LLP</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1000 LOUISIANA STREET</P>
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</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">March&nbsp;5, 2018 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Enterprise Products Partners L.P. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1100 Louisiana, 10th Floor
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Houston, Texas 77002 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We have acted as special tax counsel to Enterprise Products Partners L.P., a Delaware limited partnership (the
&#147;<I><U>Partnership</U></I>&#148;), in connection with (i)&nbsp;the Registration Statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> filed with the Securities and Exchange Commission (the &#147;<I><U>SEC</U></I>&#148;) on
November&nbsp;7, 2017, as amended on November&nbsp;16, 2017 and declared effective by the SEC on November&nbsp;20, 2017 (Registration <FONT STYLE="white-space:nowrap">No.&nbsp;333-221397),</FONT> including the prospectus contained therein
(&#147;<I><U>Registration Statement I</U></I>&#148;), (ii) the prospectus supplement filed with the SEC on December&nbsp;1, 2017, supplementing the prospectus contained in Registration Statement I (the &#147;<I><U>Prospectus
Supplement</U></I>&#148;), (iii) the automatically effective Registration Statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> filed with the SEC on May&nbsp;12, 2016, as amended by a post-effective amendment thereto on December&nbsp;14,
2017 (Registration <FONT STYLE="white-space:nowrap">No.&nbsp;333-211218),</FONT> including the prospectus contained therein (&#147;<I><U>Registration Statement II</U></I>,&#148; and together with Registration Statement I, the &#147;<U>Registration
Statements</U>&#148;), and (iv)&nbsp;the current report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> of the Partnership, filed with the SEC on March&nbsp;5, 2018 (the &#147;<I><U>Form
<FONT STYLE="white-space:nowrap">8-K</FONT></U></I>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This opinion is based on various facts and assumptions, and is conditioned
upon certain representations made to us by the Partnership as to factual matters through an officer&#146;s certificate (the &#147;<I><U>Officer&#146;s Certificate</U></I>&#148;). In addition, this opinion is based upon the factual representations of
the Partnership concerning its business, properties and governing documents as set forth in the Registration Statements, the Prospectus Supplement and the Partnership&#146;s responses to our examinations and inquiries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In our capacity as special tax counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents
submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer&#146;s Certificate. In addition, in rendering this opinion
we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We are opining herein as to the effect on the subject transactions only of the federal income tax laws of the United States and we express no
opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any
state. No opinion is expressed as to any matter not discussed herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Based on such facts, assumptions and representations and subject to
the limitations set forth herein and in the Registration Statements, the Prospectus Supplement, and the Officer&#146;s Certificate, (i)&nbsp;the statements in Registration Statement I under the heading &#147;Material U.S. Federal Income Tax
Consequences&#148; as updated in the Prospectus </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Sidley Austin LLP is a
limited liability partnership practicing in affiliation with other Sidley Austin partnerships. </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Supplement under the heading &#147;Material U.S. Federal Income Tax Consequences,&#148; and in Exhibit 99.1 to the Form <FONT STYLE="white-space:nowrap">8-K</FONT> under the heading
&#147;Material U.S. Federal Income Tax Consequences,&#148; and (ii)&nbsp;the statements in Registration Statement II under the heading &#147;Material U.S. Federal Income Tax Consequences,&#148; as updated in Exhibit 99.2 to the Form <FONT
STYLE="white-space:nowrap">8-K</FONT> under the heading &#147;Material U.S. Federal Income Tax Consequences,&#148; in each case insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or
legal conclusions with respect thereto, constitute the opinion of Sidley Austin LLP as to the material United States federal income tax consequences of the matters described therein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This opinion is rendered to you as of the date hereof, and we undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either
prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statements, the Prospectus Supplement and the Officer&#146;s Certificate, may
affect the conclusions stated herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This opinion is furnished to you, and is for your use in connection with the transactions set forth
in the Registration Statements and the Prospectus Supplement. This opinion may not be relied upon by you for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without
our prior written consent, except that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We hereby consent to the filing of this opinion as an exhibit to the Form <FONT STYLE="white-space:nowrap">8-K</FONT> and to the incorporation
by reference of this opinion to the Registration Statements and the Prospectus Supplement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section&nbsp;7 of the Securities
Act of 1933, as amended, or the rules or regulations of the SEC promulgated thereunder. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">/s/ Sidley Austin LLP</P></TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 99.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This section is a summary of the material U.S. federal income tax consequences that may be relevant to prospective unitholders and is based
upon current provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, Treasury Regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change. Changes in these
authorities may cause the tax consequences to vary substantially from the consequences described below, possibly on a retroactive basis. Unless the context otherwise requires, references in this section to &#147;us,&#148; &#147;we&#148; or the
&#147;Partnership&#148; are references to Enterprise Products Partners L.P. and Enterprise Products Operating LLC (&#147;EPO&#148;). This section replaces (i)&nbsp;the section under the heading &#147;Material U.S. Federal Income Tax
Consequences&#148; in the registration statement on Form <FONT STYLE="white-space:nowrap">S-3,</FONT> <FONT STYLE="white-space:nowrap">No.&nbsp;333-221397</FONT> filed by the Partnership (the &#147;Registration Statement&#148;), and (ii)&nbsp;the
section under the heading &#147;Material U.S. Federal Income Tax Consequences&#148; in the prospectus supplement dated December&nbsp;1, 2017 related to the Registration Statement. This section should be read in conjunction with the risk factors
included under the caption &#147;Tax Risks to Common Unitholders&#148; in our most recent Annual Report on Form <FONT STYLE="white-space:nowrap">10-K.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following discussion does not comment on all U.S. federal income tax matters affecting us or our unitholders and does not describe the
application of the alternative minimum tax that may be applicable to certain unitholders. Moreover, the discussion focuses on unitholders who are individual citizens or residents of the United States, whose functional currency is the U.S. dollar and
who hold common units as capital assets (generally, property that is held as an investment). This section has only limited application to corporations, estates, entities treated as partnerships for U.S. federal income tax purposes, trusts,
nonresident aliens, U.S. expatriates and former citizens or long-term residents of the United States or other unitholders subject to specialized tax treatment, such as banks, insurance companies and other financial institutions, <FONT
STYLE="white-space:nowrap">tax-exempt</FONT> institutions, <FONT STYLE="white-space:nowrap">non-U.S.</FONT> persons (including, without limitation, controlled foreign corporations, passive foreign investment companies and <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> persons eligible for the benefits of an applicable income tax treaty with the United States), individual retirement accounts (IRAs), real estate investment trusts (REITs) or mutual funds, dealers in
securities or currencies, traders in securities, U.S. persons whose &#147;functional currency&#148; is not the U.S. dollar, persons holding their units as part of a &#147;straddle,&#148; &#147;hedge,&#148; &#147;conversion transaction&#148; or other
risk reduction transaction, persons subject to special tax accounting rules as a result of any item of gross income with respect to our common units being taken into account in an applicable financial statement and persons deemed to sell their units
under the constructive sale provisions of the Internal Revenue Code. In addition, the discussion only comments, to a limited extent, on state, local, and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> tax consequences. <B><I>Accordingly, we
encourage each prospective common unitholder to consult his own tax advisor in analyzing the U.S. federal, state, local and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> tax consequences particular to him of the ownership or disposition of common
units and potential changes in applicable laws, including the impact of the recently enacted U.S. tax reform legislation.</I></B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">No
ruling has been or will be requested from the IRS regarding our status as a partnership for U.S. federal income tax purposes. Instead, we will rely on the opinions of Sidley Austin LLP with respect to the matters described herein. An opinion of
counsel represents only that counsel&#146;s best legal judgment and does not bind the Internal Revenue Service (the &#147;IRS&#148;) or a court. Accordingly, the opinions and statements made below may not be sustained by a court if contested by the
IRS. Any contest of this sort with the IRS may materially and adversely impact the market for our common units and the prices at which our common units trade. In addition, the costs of any contest with the IRS, principally legal, accounting and
related fees, will result in a reduction in cash available for distribution to our unitholders and thus will be borne indirectly by the unitholders. Furthermore, the tax treatment of us or of an investment in our common units may be significantly
modified by future legislative or administrative changes or court decisions. Any modifications may or may not be retroactively applied. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">All statements as to matters of U.S. federal income tax law and legal conclusions with respect thereto, but not as to factual matters,
contained in this section, unless otherwise noted, are the opinion of Sidley Austin LLP and are based on the accuracy of the representations made by us and our general partner. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For the reasons described below, Sidley Austin LLP has not rendered an opinion with respect to the following specific U.S. federal income tax
issues: (i)&nbsp;the treatment of a unitholder whose common units are the subject of a securities loan (please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Treatment of Securities Loans&#148;); (ii) whether all aspects of our
monthly method for allocating taxable income and losses is permitted by existing Treasury Regulations (please read &#147;&#151;Disposition of Common Units&#151;Allocations Between Transferors and </P>

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Transferees&#148;); and (iii)&nbsp;whether our method for taking into account Section&nbsp;743 adjustments is sustainable in certain cases (please read &#147;&#151;Tax Consequences of Common Unit
Ownership&#151;Section&nbsp;754 Election&#148; and &#147;&#151;Uniformity of Common Units&#148;). </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Partnership Status </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We are treated as a partnership for U.S. federal income tax purposes and, therefore, subject to the discussion below under
&#147;&#151;Administrative Matters&#151;Information Returns and Audit Procedures&#148;, generally will not be liable for entity-level U.S. federal income taxes. Instead, each partner of a partnership is required to take into account his share of
items of income, gain, loss and deduction of the partnership in computing his U.S. federal income tax liability, regardless of whether cash distributions are made to him by the partnership. Distributions by a partnership to a partner are generally
not taxable to the partner unless the amount of cash distributed to him is in excess of the partner&#146;s adjusted basis in his partnership interest. Please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Treatment of
Distributions&#148; and &#147;&#151;Disposition of Common Units.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7704 of the Internal Revenue Code provides that
publicly traded partnerships will, as a general rule, be taxed as corporations. However, an exception, referred to as the &#147;Qualifying Income Exception,&#148; exists with respect to publicly traded partnerships of which 90% or more of the gross
income for every taxable year consists of &#147;qualifying income.&#148; Qualifying income includes income and gains derived from the exploration, development, mining or production, processing, refining, transportation, storage and marketing of any
mineral or natural resource. Other types of qualifying income include interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the
production of income that otherwise constitutes qualifying income. We estimate that less than 5% of our current gross income is not qualifying income; however, this estimate could change from time to time. Based on and subject to this estimate, the
factual representations made by us and our general partner and a review of the applicable legal authorities, Sidley Austin LLP is of the opinion that at least 90% of our current gross income constitutes qualifying income. The portion of our income
that is qualifying income may change from time to time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The IRS has made no determination as to our status or the status of EPO for U.S.
federal income tax purposes. Instead, we will rely on the opinion of Sidley Austin LLP on such matters. It is the opinion of Sidley Austin LLP that, based upon the Internal Revenue Code, Treasury Regulations thereunder, current administrative
rulings and court decisions and the representations described below, we and EPO will be classified as partnerships for U.S. federal income tax purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In rendering its opinion, Sidley Austin LLP has relied on factual representations made by us and our general partner, including, but not
limited to: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
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<TD ALIGN="left" VALIGN="top">Neither we nor EPO has elected or will elect to be treated as a corporation; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">For each taxable year, more than 90% of our gross income has been and will be income of the type that Sidley Austin LLP has opined or will opine is &#147;qualifying income&#148; within the meaning of
Section&nbsp;7704(d) of the Internal Revenue Code. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We believe that these representations have been true in the past, are
true as of the date hereof and expect that these representations will continue to be true in the future. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If we fail to meet the
Qualifying Income Exception, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery (in which case the IRS may also require us to make adjustments with respect to our
unitholders or pay other amounts), we will be treated as if we had transferred all of our assets, subject to liabilities, to a newly formed corporation, on the first day of the year in which we fail to meet the Qualifying Income Exception, in return
for stock in that corporation, and then distributed that stock to the unitholders in liquidation of their interests in us. This deemed contribution and liquidation should be <FONT STYLE="white-space:nowrap">tax-free</FONT> to unitholders and us
except to the extent that our liabilities exceed the tax basis of our assets at that time. Thereafter, we would be treated as an association taxable as a corporation for U.S. federal income tax purposes. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If we were taxable as a corporation in any taxable year, either as a result of a failure to meet
the Qualifying Income Exception or otherwise, our items of income, gain, loss and deduction would be reflected only on our tax return rather than being passed through to the unitholders, and our net income would be taxed to us at corporate rates. In
addition, any distribution made to a unitholder would be treated as taxable dividend income, to the extent of our current and accumulated earnings and profits, or, in the absence of earnings and profits, a nontaxable return of capital, to the extent
of the unitholder&#146;s tax basis in his common units, or taxable capital gain, after the unitholder&#146;s tax basis in his common units is reduced to zero. Accordingly, taxation as a corporation would result in a material reduction in our cash
available for distribution to unitholders and thus would likely result in a substantial reduction of the value of the common units. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
discussion below is based on Sidley Austin LLP&#146;s opinion that we will be classified as a partnership for U.S. federal income tax purposes. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tax
Consequences of Common Unit Ownership </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Limited Partner Status. </I>Unitholders of the Partnership who are admitted as limited
partners will be treated as partners of the Partnership for U.S. federal income tax purposes. Unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive
rights attendant to the ownership of their common units, will be treated as partners of Enterprise Products Partners L.P. for U.S. federal income tax purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As there is no direct or indirect controlling authority addressing assignees of common units who are entitled to execute and deliver transfer
applications and thereby become entitled to direct the exercise of attendant rights, but who fail to execute and deliver transfer applications, Sidley Austin LLP&#146;s opinion does not extend to these persons. Furthermore, a purchaser or other
transferee of common units who does not execute and deliver a transfer application may not receive some federal income tax information or reports furnished to record holders of common units unless the common units are held in a nominee or street
name account and the nominee or broker has executed and delivered a transfer application for those common units. In addition, a beneficial owner of common units whose units are the subject of a securities loan would appear to lose his status as a
partner with respect to those common units for U.S. federal income tax purposes. Please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Treatment of Securities Loans.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Items of our income, gain, loss or deduction would not appear to be reportable by a unitholder who is not a partner for U.S. federal income
tax purposes, and any cash distributions received by a unitholder who is not a partner for U.S. federal income tax purposes would therefore appear to be fully taxable as ordinary income. These unitholders are urged to consult their tax advisors with
respect to the tax consequences to them of holding common units in Enterprise Products Partners L.P. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The references to
&#147;unitholders&#148; in the discussion that follows are to persons who are treated as partners in Enterprise Products Partners L.P. for U.S. federal income tax purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Flow-through of Taxable Income</I>. Subject to the discussion below under &#147;&#151;Entity-Level Collections&#148; and &#147;&#151;
Administrative Matters&#151;Information Returns and Audit Procedures,&#148; we will not pay any U.S. federal income tax. Instead, each unitholder is required to report on his income tax return his share of our income, gains, losses and deductions
for our taxable year or years ending with or within his taxable year, without regard to whether we make cash distributions to him. Consequently, we may allocate income to a unitholder even if he has not received a cash distribution. Our taxable year
ends on December&nbsp;31. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Treatment of Distributions</I>. Distributions by us to a unitholder generally will not be taxable to the
unitholder for U.S. federal income tax purposes, except to the extent the amount of any such cash distribution exceeds his tax basis in his common units immediately before the distribution. Cash distributions in excess of a unitholder&#146;s tax
basis in his common units generally will be treated as amounts realized from the sale or exchange of the common units, taxable in accordance with the rules described under &#147;&#151;Disposition of Common Units&#148; below. Any reduction in a
unitholder&#146;s share of our liabilities for which no partner bears the economic risk of loss, known as &#147;nonrecourse liabilities,&#148; will be treated as a distribution of cash to that unitholder. To the extent our distributions cause a
unitholder&#146;s &#147;at risk&#148; amount to be less than zero at the end of any taxable year, the unitholder must recapture any losses deducted in previous years. Please read &#147;&#151;Limitations on Deductibility of Losses.&#148; </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A decrease in a unitholder&#146;s percentage interest in us because of our issuance of additional
common units will decrease his share of our nonrecourse liabilities, and thus will result in a corresponding deemed distribution of cash which may constitute a <FONT STYLE="white-space:nowrap">non-pro</FONT> rata distribution. A <FONT
STYLE="white-space:nowrap">non-pro</FONT> rata distribution of money or property may result in ordinary income to a unitholder, regardless of his tax basis in his common units, if the distribution reduces the unitholder&#146;s share of our
&#147;unrealized receivables,&#148; including depreciation recapture, and/or substantially appreciated &#147;inventory items,&#148; both as defined in Section&nbsp;751 of the Internal Revenue Code, and collectively, &#147;Section&nbsp;751
Assets.&#148; To that extent, he will be treated as having been distributed his proportionate share of the Section&nbsp;751 Assets and having then exchanged those assets with us in return for the <FONT STYLE="white-space:nowrap">non-pro</FONT> rata
portion of the actual distribution made to him. This latter deemed exchange will generally result in the unitholder&#146;s recognition of ordinary income, which will equal the excess of the <FONT STYLE="white-space:nowrap">non-pro</FONT> rata
portion of that distribution over the unitholder&#146;s tax basis (typically zero) for the share of Section&nbsp;751 Assets deemed relinquished in the exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Basis of Common Units</I>. A unitholder&#146;s initial tax basis in his common units will be the amount he paid for those common units plus
his share of our nonrecourse liabilities. That basis will be increased by his share of our income and gains, by any increases in his share of our nonrecourse liabilities and, upon the disposition of common units, by his share of certain items
related to business interest not yet deductible by him due to applicable limitations. Please read &#147;&#151;Limitations on Interest Deductions.&#148; That basis will be decreased, but not below zero, by distributions from us, by the
unitholder&#146;s share of our losses and deductions, by any decreases in his share of our nonrecourse liabilities, by his share of our excess business interest (generally, the excess of our business interest over the amount that is deductible) and
by his share of our expenditures that are not deductible in computing taxable income and are not required to be capitalized. A unitholder will have a share of our nonrecourse liabilities generally based on
<FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity (as described in &#147;&#151;Allocation of Income, Gain, Loss and Deduction&#148;) attributable to such unitholder, to the extent of such amount, and thereafter, such unitholder&#146;s share
of our profits. Please read &#147;&#151;Disposition of Common Units&#151;Recognition of Gain or Loss.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Limitations on
Deductibility of Losses</I>. The deduction by a unitholder of his share of our losses will be limited to the tax basis in his common units and, in the case of an individual unitholder or a corporate unitholder, if more than 50% of the value of the
corporate unitholder&#146;s stock is owned directly or indirectly by or for five or fewer individuals or some <FONT STYLE="white-space:nowrap">tax-exempt</FONT> organizations, to the amount for which the unitholder is considered to be &#147;at
risk&#148; with respect to our activities, if that amount is less than his tax basis. A unitholder subject to these limitations must recapture losses deducted in previous years to the extent that distributions (including distributions deemed to
result from a reduction in a unitholder&#146;s share of nonrecourse liabilities) cause his at risk amount to be less than zero at the end of any taxable year. Losses disallowed to a unitholder or recaptured as a result of these limitations will
carry forward and will be allowable as a deduction in a later year to the extent that his tax basis or at risk amount, whichever is the limiting factor, is subsequently increased provided that such losses are otherwise allowable. Upon the taxable
disposition of a common unit, any gain recognized by a unitholder can be offset by losses that were previously suspended by the at risk limitation but may not be offset by losses suspended by the basis limitation. Any excess loss above that gain
previously suspended by the at risk or basis limitations is no longer utilizable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In general, a unitholder will be at risk to the extent
of the tax basis of his common units, excluding any portion of that basis attributable to his share of our nonrecourse liabilities, reduced by (i)&nbsp;any portion of that basis representing amounts other than those protected against loss because of
a guarantee, stop-loss agreement or other similar arrangement and (ii)&nbsp;any amount of money he borrows to acquire or hold his units, if the lender of those borrowed funds owns an interest in us, is related to another unitholder who has an
interest in us, or can look only to the common units for repayment. A unitholder&#146;s at risk amount will increase or decrease as the tax basis of the unitholder&#146;s common units increases or decreases, other than tax basis increases or
decreases attributable to increases or decreases in his share of our nonrecourse liabilities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition to the basis and <FONT
STYLE="white-space:nowrap">at-risk</FONT> limitations on the deductibility of losses, the passive loss limitations generally provide that individuals, estates, trusts and some closely-held corporations and personal service corporations are permitted
to deduct losses from passive activities, which are generally trade or business activities in which the taxpayer does not materially participate, only to the extent of the taxpayer&#146;s income from those passive activities. The passive loss
limitations are applied separately with respect to each publicly traded partnership. Consequently, any passive losses we generate will only be available to offset our passive income generated in the future and will not be available to offset income
from other passive activities or investments, including our investments or a unitholder&#146;s investments in other publicly traded partnerships, or the unitholder&#146;s salary, active </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
business or other income. Passive losses that are not deductible because they exceed a unitholder&#146;s share of income we generate may be deducted in full when the unitholder disposes of his
entire investment in us in a fully taxable transaction with an unrelated party. The passive activity loss limitations are applied after other applicable limitations on deductions, including the <FONT STYLE="white-space:nowrap">at-risk</FONT> rules
and the basis limitation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A unitholder&#146;s share of our net income may be offset by any of our suspended passive losses, but it may
not be offset by any other current or carryover losses from other passive activities, including those attributable to other publicly traded partnerships. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">An additional loss limitation may apply to certain of our unitholders for taxable years beginning after December&nbsp;31, 2017, and before
January&nbsp;1, 2026. A <FONT STYLE="white-space:nowrap">non-corporate</FONT> unitholder will not be allowed to take a deduction for certain excess business losses in such taxable years. An excess business loss is the excess (if any) of a
taxpayer&#146;s aggregate deductions for the taxable year that are attributable to the trades or businesses of such taxpayer (determined without regard to the excess business loss limitation) over the aggregate gross income or gain of such taxpayer
for the taxable year that is attributable to such trades or businesses plus a threshold amount. The threshold amount is equal to $250,000, or $500,000 for taxpayers filing a joint return. Any losses disallowed in a taxable year due to the excess
business loss limitation may be used by the applicable unitholder in the following taxable year if certain conditions are met. Unitholders to which this excess business loss limitation applies will take their allocable share of our items of income,
gain, loss and deduction into account in determining this limitation. This excess business loss limitation will be applied to a <FONT STYLE="white-space:nowrap">non-corporate</FONT> unitholder after the passive loss limitations and may limit such
unitholders&#146; ability to utilize any losses we generate allocable to such unitholder that are not otherwise limited by the basis, <FONT STYLE="white-space:nowrap">at-risk</FONT> and passive loss limitations described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Limitations on Interest Deductions</I>. In general, we are entitled to a deduction for interest paid or accrued on indebtedness properly
allocable to our trade or business (&#147;business interest&#148;). However, our deduction for business interest is limited to the sum of our business interest income and 30% of our &#147;adjusted taxable income,&#148; which is generally taxable
income, computed without regard to business interest expense, business interest income, and in the case of taxable years beginning before January&nbsp;1, 2022, any deduction allowable for depreciation, amortization, or depletion. This limitation is
first applied at the partnership level and any deduction for business interest is taken into account in determining our non-separately stated taxable income or loss. Then, in applying this business interest limitation at the partner level, the
adjusted taxable income of each of our unitholders is determined without regard to such unitholder&#146;s distributive share of any of our items of income, gain, deduction, or loss and is increased by such unitholder&#146;s distributive share of our
excess taxable income, which is generally equal to the excess of 30% of our adjusted taxable income over the amount of our deduction for business interest for a taxable year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">To the extent our deduction for business interest is not limited, we will allocate the full amount of our deduction for business interest
among our unitholders in accordance with their percentage interests in us. To the extent our deduction for business interest is limited, the amount of any disallowed deduction for business interest (&#147;excess business interest&#148;) will also be
allocated to each unitholder in accordance with his percentage interest in us, but such amount of &#147;excess business interest&#148; will not be currently deductible. Should our ability to deduct business interest be limited, the amount of taxable
income allocated to our unitholders in the taxable year in which the limitation is in effect may increase. However, in certain circumstances, a unitholder may be able to carry forward and deduct the excess business interest in future taxable years.
Prospective unitholders should consult their tax advisors regarding the impact of this business interest deduction limitation on an investment in our common units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, the deductibility of a <FONT STYLE="white-space:nowrap">non-corporate</FONT> taxpayer&#146;s &#147;investment interest
expense&#148; is generally limited to the amount of that taxpayer&#146;s &#147;net investment income.&#148; Investment interest expense includes: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">interest on indebtedness properly allocable to property held for investment; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">our interest expense attributed to portfolio income; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income. </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The computation of a unitholder&#146;s investment interest expense will take into account interest on any margin account borrowing or other
loan incurred to purchase or carry a common unit. Net investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss rules, less deductible expenses, other than interest,
directly connected with the production of investment income, but generally does not include gains attributable to the disposition of property held for investment. The IRS has indicated that net passive income earned by a publicly traded partnership
will be treated as investment income to its unitholders for purposes of the investment interest deduction limitation. In addition, the unitholder&#146;s share of our portfolio income will be treated as investment income for purposes of the
investment interest expense limitation. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Entity-Level Collections</I>. If we are required or elect under applicable law to pay any
federal, state, local or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> tax on behalf of any current or former unitholder, our partnership agreement authorizes us to treat the payment as a distribution of cash to the unitholder on whose behalf the
payment was made. If the payment is made on behalf of a person whose identity cannot be determined, we are<I> </I>authorized to treat the payment as a distribution to all current unitholders. We are authorized to amend our partnership agreement in
the manner necessary to maintain uniformity of intrinsic tax characteristics of common units and to adjust later distributions, so that after giving effect to these distributions, the priority and characterization of distributions otherwise
applicable under our partnership agreement is maintained as nearly as is practicable. Payments by us as described above could give rise to an overpayment of tax on behalf of an individual unitholder in which event the unitholder would be required to
file a claim in order to obtain a credit or refund. Please read &#147;&#151;Administrative Matters&#151;Information Returns and Audit Procedures.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Allocation of Income, Gain, Loss and Deduction</I>. Our items of income, gain, loss and deduction will be allocated among the unitholders
in accordance with their percentage interests in us. Specified items of our income, gain, loss and deduction will be allocated to account for the difference between the tax basis and fair market value of our assets, a
<FONT STYLE="white-space:nowrap">&#147;Book-Tax</FONT> Disparity,&#148; at the time we issue units in an offering or engage in certain other transactions. The effect of these allocations, referred to as Section&nbsp;704(c) Allocations, to a
unitholder purchasing common units in such offering will be essentially the same as if the tax bases of our assets were equal to their fair market values at the time of such offering. In the event we issue additional common units or engage in
certain other transactions in the future, &#147;reverse Section&nbsp;704(c) Allocations,&#148; similar to the Section&nbsp;704(c) Allocations described above, will be made to all of our unitholders immediately prior to such issuance or other
transactions to account for any <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity at the time of the future transaction. In addition, items of recapture income will be allocated to the extent possible to the unitholder who was allocated the
deduction giving rise to the treatment of that gain as recapture income in order to minimize the recognition of ordinary income by other unitholders. Finally, although we do not expect that our operations will result in the creation of negative
capital accounts, if negative capital accounts nevertheless result, items of our income and gain will be allocated in such amount and manner as is needed to eliminate the negative balance as quickly as possible. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">An allocation of items of our income, gain, loss or deduction, other than an allocation required by the Internal Revenue Code to eliminate a <FONT
STYLE="white-space:nowrap">Book-Tax</FONT> Disparity, will generally be given effect for U.S. federal income tax purposes in determining a partner&#146;s share of an item of income, gain, loss or deduction only if the allocation has substantial
economic effect. In any other case, a partner&#146;s share of an item will be determined on the basis of his interest in us, which will be determined by taking into account all the facts and circumstances, including: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">his relative contributions to us; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the interests of all the partners in profits and losses; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the interest of all the partners in cash flow; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the rights of all the partners to distributions of capital upon liquidation. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Sidley Austin
LLP is of the opinion that, with the exception of the issues described in &#147;&#151;Section&nbsp;754 Election&#148; and &#147;&#151;Disposition of Common Units&#151;Allocations Between Transferors and Transferees,&#148; allocations under our
partnership agreement will be given effect for federal income tax purposes in determining a partner&#146;s share of an item of income, gain, loss or deduction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Treatment of Securities Loans</I>. A unitholder whose common units are the subject of a securities loan (for example, a loan to a
&#147;short seller&#148; to cover a short sale of common units) may be considered as having disposed of those units during the period of the loan and may recognize gain or loss as a result of such deemed disposition. As a result, during this period
(i)&nbsp;he would no longer be treated for tax purposes as a partner with respect to those common units, (ii)&nbsp;any of our income, gain, loss or deduction allocated to those units would not be reportable by the lending unitholder, and
(iii)&nbsp;any cash distributions received by the lending unitholder as to those units may be treated as ordinary taxable income. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Sidley Austin LLP has not rendered an opinion regarding the tax treatment of a unitholder that
enters into a securities loan with respect to its common units. A unitholder desiring to assure its status as a partner and avoid the risk of income recognition from a loan of its common units is urged to consult a tax advisor to discuss whether it
is advisable to modify any applicable brokerage account agreements to prohibit their brokers from borrowing and loaning their common units. The IRS has previously announced that it is studying issues relating to the tax treatment of short sales of
partnership interests. Please also read &#147;&#151;Disposition of Common Units&#151;Recognition of Gain or Loss.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Tax Rates</I>.
Under current law, the highest marginal U.S. federal income tax rate for individuals applicable to ordinary income and long-term capital gains (generally, gains from the sale or exchange of certain investment assets held for more than one year) are
37% and 20%, respectively. These rates are subject to change by new legislation at any time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, a 3.8% net investment income
tax applies to certain net investment income earned by individuals, estates and trusts. For these purposes, net investment income generally includes a unitholder&#146;s allocable share of our income and gain realized by a unitholder from a sale of
common units. In the case of an individual, the tax will be imposed on the lesser of (i)&nbsp;the unitholder&#146;s net investment income or (ii)&nbsp;the amount by which the unitholder&#146;s modified adjusted gross income exceeds $250,000 (if the
unitholder is married and filing jointly or a surviving spouse), $125,000 (if the unitholder is married and filing separately) or $200,000 (in any other case). In the case of an estate or trust, the tax will be imposed on the lesser of (i)&nbsp;the
undistributed net investment income, or (ii)&nbsp;the excess adjusted gross income over the dollar amount at which the highest income tax bracket applicable to an estate or trust begins. Prospective unitholders are urged to consult with their own
tax advisors as to the impact of the net investment income tax on an investment in our common units. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For taxable years beginning after
December&nbsp;31, 2017, and ending on or before December&nbsp;31, 2025, an individual unitholder is entitled to a deduction equal to 20% of his &#147;qualified business income&#148; attributable to us, subject to certain limitations. For purposes of
this deduction, a unitholder&#146;s &#147;qualified business income&#148; attributable to us is equal to the sum of: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the net amount of such unitholder&#146;s allocable share of items of our income, gain, deduction and loss which are attributable to our conduct of a trade or business in the United States, excluding, however, certain
items related to our investment activities, including capital gains, and certain payments made to the unitholder for services rendered to the Partnership and dividends; and </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">any gain recognized by such unitholder on the disposition of its common units to the extent such gain is attributable to certain Section&nbsp;751 Assets, including depreciation recapture and our &#147;inventory
items,&#148; and is thus treated as ordinary income under Section&nbsp;751 of the Internal Revenue Code. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Prospective
unitholders should consult their tax advisors regarding the application of the deduction for qualified business income. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;754 Election. </I>We have made the election permitted by Section&nbsp;754 of the Internal Revenue Code. That
election is irrevocable without the consent of the IRS. The election generally permits us to adjust a common unit purchaser&#146;s tax basis in our assets (&#147;inside basis&#148;) under Section&nbsp;743(b) of the Internal Revenue Code to reflect
his purchase price. This election applies to a person who purchases common units from a selling unitholder but does not apply to a person who purchases common units directly from us. The Section&nbsp;743(b) adjustment belongs to the purchaser and
not to other unitholders. For purposes of this discussion, a unitholder&#146;s inside basis in our assets will be considered to have two components: (i)&nbsp;his share of our tax basis in our assets (&#147;common basis&#148;) and (ii)&nbsp;his
Section&nbsp;743(b) adjustment to that basis. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Treasury Regulations under Section&nbsp;743 of the Internal Revenue Code require, if the
remedial allocation method is adopted (which we have adopted), a portion of the Section&nbsp;743(b) adjustment that is attributable to recovery property subject to depreciation under Section&nbsp;168 of the Internal Revenue Code to be depreciated
over the remaining cost recovery period for the property&#146;s unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity. Under Treasury Regulation <FONT STYLE="white-space:nowrap">Section&nbsp;1.167(c)-1(a)(6),</FONT> a
Section&nbsp;743(b) adjustment attributable to property subject to depreciation under Section&nbsp;167 of the Internal Revenue Code, rather than cost recovery deductions under Section&nbsp;168, is generally required to be depreciated using either
the straight-line method or the 150% declining balance method. Thus, a literal application of these Treasury Regulations may give rise to differences in the taxation of unitholders purchasing common units from us and unitholders purchasing from
other unitholders. Under our partnership agreement, our general partner is authorized to take a position to preserve the uniformity of common units even if that position is not consistent with these and any other Treasury Regulations. Please read
&#147;&#151; Uniformity of Common Units.&#148; </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Although Sidley Austin LLP is unable to opine as to the validity of this approach because there
is no controlling authority on this issue, we intend to depreciate the portion of a Section&nbsp;743(b) adjustment attributable to unrealized appreciation in the value of Contributed Property, to the extent of any unamortized <FONT
STYLE="white-space:nowrap">Book-Tax</FONT> Disparity, using a rate of depreciation or amortization derived from the depreciation or amortization method and useful life applied to the unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT>
Disparity of the property, or treat that portion as <FONT STYLE="white-space:nowrap">non-amortizable</FONT> to the extent attributable to property which is not amortizable. This method is consistent with methods employed by other publicly traded
partnerships but is arguably inconsistent with Treasury Regulation <FONT STYLE="white-space:nowrap">Section&nbsp;1.167(c)-1(a)(6),</FONT> which is not expected to directly apply to a material portion of our assets. To the extent this
Section&nbsp;743(b) adjustment is attributable to appreciation in value in excess of the unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity, we will apply the rules described in the Treasury Regulations and legislative history.
If we determine that this position cannot reasonably be taken, we may take a depreciation or amortization position under which all purchasers acquiring common units in the same month would receive depreciation or amortization, whether attributable
to common basis or a Section&nbsp;743(b) adjustment, based upon the same applicable rate as if they had purchased a direct interest in our assets. This kind of aggregate approach may result in lower annual depreciation or amortization deductions
than would otherwise be allowable to some unitholders. Please read &#147;&#151;Uniformity of Common Units.&#148; A unitholder&#146;s tax basis for his common units is reduced by his share of our deductions (whether or not such deductions were
claimed on an individual&#146;s income tax return) so that any position we take that understates deductions will overstate the common unitholder&#146;s basis in his common units, which may cause the unitholder to understate gain or overstate loss on
any sale of such units. Please read &#147;&#151;Disposition of Common Units&#151;Recognition of Gain or Loss.&#148; The IRS may challenge our position with&nbsp;respect to depreciating or amortizing the Section&nbsp;743(b) adjustment we take to
preserve the uniformity of the common units. If such a challenge were sustained, the gain from the sale of common units might be increased without the benefit of additional deductions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A Section&nbsp;754 election is advantageous if the transferee&#146;s tax basis in his common units is higher than the units&#146; share of the
aggregate tax basis of our assets immediately prior to the transfer. In that case, as a result of the election, the transferee would have, among other items, a greater amount of depreciation deductions and his share of any gain or loss on a sale of
our assets would be less. Conversely, a Section&nbsp;754 election is disadvantageous if the transferee&#146;s tax basis in his common units is lower than those units&#146; share of the aggregate tax basis of our assets immediately prior to the
transfer. Thus, the fair market value of the common units may be affected either favorably or unfavorably by the election. A basis adjustment is required regardless of whether a Section&nbsp;754 election is made in the case of a transfer of an
interest in us if we have a substantial <FONT STYLE="white-space:nowrap">built-in</FONT> loss immediately after the transfer, or if we distribute property and have a substantial basis reduction. Generally a basis reduction or a <FONT
STYLE="white-space:nowrap">built-in</FONT> loss is substantial if it exceeds $250,000. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The calculations involved in the Section&nbsp;754
election are complex and will be made on the basis of assumptions as to the value of our assets and other matters. For example, the allocation of the Section&nbsp;743(b) adjustment among our assets must be made in accordance with the Internal
Revenue Code. The IRS could seek to reallocate some or all of any Section&nbsp;743(b) adjustment we allocated to our tangible assets to goodwill instead. Goodwill, as an intangible asset, is generally either
<FONT STYLE="white-space:nowrap">non-amortizable</FONT> or amortizable over a longer period of time or under a less accelerated method than our tangible assets. We cannot assure you that the determinations we make will not be successfully challenged
by the IRS and that the deductions resulting from them will not be reduced or disallowed altogether. Should the IRS require a different basis adjustment to be made, and should, in our opinion, the expense of compliance exceed the benefit of the
election, we may seek permission from the IRS to revoke our Section&nbsp;754 election. If permission is granted, a subsequent purchaser of common units may be allocated more income than he would have been allocated had the election not been revoked.
</P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tax Treatment of Operations </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Accounting Method and Taxable Year</I>. We use the year ending December&nbsp;31 as our taxable year and the accrual method of accounting for
U.S. federal income tax purposes. Each unitholder will be required to include in income his share of our income, gain, loss and deduction for our taxable year or years ending within or with his taxable year. In addition, a unitholder who has a
taxable year different than our taxable year and who disposes of all </P>

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of his common units following the close of our taxable year but before the close of his taxable year must include his share of our income, gain, loss and deduction in income for his taxable year,
with the result that he will be required to include in income for his taxable year his share of more than one year of our income, gain, loss and deduction. Please read &#147;&#151;Disposition of Common Units&#151;Allocations Between Transferors and
Transferees.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Tax Basis, Depreciation and Amortization</I>. We use the tax basis of our assets for purposes of computing
depreciation and cost recovery deductions and, ultimately, gain or loss on the disposition of these assets. The<I> </I>U.S. federal income tax burden associated with the difference between the fair market value of our assets and their tax basis
immediately prior to the time of an offering will be borne by our common unitholders immediately prior to the offering. Please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Allocation of Income, Gain, Loss and Deduction.&#148; To
the extent allowable, we may elect to use the depreciation and cost recovery methods, including bonus depreciation to the extent available, that will result in the largest deductions being taken in the early years after assets subject to these
allowances are placed in service. Property we subsequently acquire or construct may be depreciated using accelerated methods permitted by the Internal Revenue Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If we dispose of depreciable property by sale, foreclosure, or otherwise, all or a portion of any gain, determined by reference to the amount
of depreciation previously deducted and the nature of the property, may be subject to the recapture rules and taxed as ordinary income rather than capital gain. Similarly, a common unitholder who has taken cost recovery or depreciation deductions
with respect to property we own will likely be required to recapture some, or all, of those deductions as ordinary income upon a sale of his interest in us. Please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Allocation of Income,
Gain, Loss and Deduction,&#148; and &#147;&#151;Disposition of Common Units&#151;Recognition of Gain or Loss.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The costs incurred in
selling our common units (called &#147;syndication expenses&#148;) must be capitalized and cannot be deducted currently, ratably or upon our termination. There are uncertainties regarding the classification of costs as organization expenses, which
we may amortize, and as syndication expenses, which we may not be able to amortize. The underwriting discounts and commissions we incur will be treated as syndication expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Valuation and Tax Basis of Our Properties</I>. The U.S. federal income tax consequences of the ownership and disposition of common units
will depend in part on our estimates of the relative fair market values, and the tax bases, of our assets. Although we may from time to time consult with professional appraisers regarding valuation matters, we will make many of the relative fair
market value estimates ourselves. These estimates and determinations of basis are subject to challenge and will not be binding on the IRS or the courts. If the estimates of fair market value or basis are later found to be incorrect, the character
and amount of items of income, gain, loss or deductions previously reported by unitholders might change, and unitholders might be required to adjust their tax liability for prior years and incur interest and penalties with respect to those
adjustments. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Disposition of Common Units </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Recognition of Gain or Loss</I>. Gain or loss will be recognized on a sale of common units equal to the difference between the
unitholder&#146;s amount realized and the unitholder&#146;s tax basis for the common units sold. A unitholder&#146;s amount realized will be measured by the sum of the cash or the fair market value of other property received by him plus his share of
our nonrecourse liabilities attributable to the common units sold. Because the amount realized includes a unitholder&#146;s share of our nonrecourse liabilities, the gain recognized on the sale of common units could result in a tax liability in
excess of any cash received from the sale. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Prior distributions from us in excess of cumulative net taxable income for a common unit that
decreased a unitholder&#146;s tax basis in that common unit will, in effect, become taxable income if the common unit is sold at a price greater than the unitholder&#146;s tax basis in that common unit, even if the price received is less than his
original cost. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except as noted below, gain or loss recognized by a unitholder, other than a &#147;dealer&#148; in common units, on the
sale or exchange of a common unit will generally be taxable as capital gain or loss. Capital gain recognized by an individual on the sale of common units held more than 12 months will generally be taxed at the U.S. federal income tax rate applicable
to long-term capital gains. However, a portion of this gain or loss, which will likely be substantial, will be separately computed and taxed as ordinary income or loss under Section&nbsp;751 of the Internal
</P>

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Revenue Code to the extent attributable to our Section 751 Assets, such as assets giving rise to depreciation recapture, our &#147;unrealized receivables&#148; or our &#147;inventory items,&#148;
regardless of whether such inventory item has substantially appreciated in value. Ordinary income attributable to Section 751 Assets may exceed net taxable gain realized on the sale of a common unit and may be recognized even if there is a net
taxable loss realized on the sale of a common unit. Thus, a unitholder may recognize both ordinary income and a capital loss upon a sale of common units. Net capital losses may offset capital gains and no more than $3,000 of ordinary income each
year in the case of individuals and may only be used to offset capital gains in the case of corporations. Both ordinary income and capital gain recognized on the sale or exchange of units may be subject to the net investment income tax in certain
circumstances. Please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Tax Rates.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of calculating gain
or loss on the sale or exchange of a common unit, the unitholder&#146;s adjusted tax basis will be adjusted by its allocable share of our income or loss in respect of its common unit for the year of the sale. Additionally, the IRS has ruled that a
partner who acquires interests in a partnership in separate transactions must combine those interests and maintain a single adjusted tax basis for all those interests. Upon a sale or other disposition of less than all of those interests, a portion
of that tax basis must be allocated to the interests sold using an &#147;equitable apportionment&#148; method, which generally means that the tax basis allocated to the interest sold equals an amount that bears the same relation to the
partner&#146;s tax basis in his entire interest in the partnership as the value of the interest sold bears to the value of the partner&#146;s entire interest in the partnership. Treasury Regulations under Section&nbsp;1223 of the Internal Revenue
Code allow a selling unitholder who can identify common units transferred with an ascertainable holding period to elect to use the actual holding period of the common units transferred. Thus, according to the ruling discussed above, a common
unitholder will be unable to select high or low basis common units to sell as would be the case with corporate stock, but, according to the Treasury Regulations, may designate specific common units sold for purposes of determining the holding period
of common units transferred. A unitholder electing to use the actual holding period of common units transferred must consistently use that identification method for all subsequent sales or exchanges of common units. A unitholder considering the
purchase of additional common units or a sale of common units purchased in separate transactions is urged to consult his tax advisor as to the possible consequences of this ruling and application of the Treasury Regulations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Specific provisions of the Internal Revenue Code affect the taxation of some financial products and securities, including partnership
interests, by treating a taxpayer as having sold an &#147;appreciated&#148; partnership interest, one in which gain would be recognized if it were sold, assigned or terminated at its fair market value, if the taxpayer or related persons enter(s)
into: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a short sale; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">an offsetting notional principal contract; or </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a futures or forward contract; </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">in each case, with respect to the partnership interest or substantially
identical property. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Moreover, if a taxpayer has previously entered into a short sale, an offsetting notional principal contract or a
futures or forward contract with respect to the partnership interest, the taxpayer will be treated as having sold that position if the taxpayer or a related person then acquires the partnership interest or substantially identical property. The
Secretary of the Treasury is also authorized to issue regulations that treat a taxpayer that enters into transactions or positions that have substantially the same effect as the preceding transactions as having constructively sold the financial
position. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Allocations Between Transferors and Transferees</I>. In general, our taxable income or loss will be determined annually,
will be prorated on a monthly basis and will be subsequently apportioned among the unitholders in proportion to the number of common units owned by each of them as of the opening of the applicable exchange on the first business day of the month,
which we refer to in this prospectus as the &#147;Allocation Date.&#148; However, gain or loss realized on a sale or other disposition of our assets other than in the ordinary course of business will be allocated among the unitholders on the
Allocation Date in the month in which that gain or loss is recognized. As a result, a unitholder transferring common units may be allocated income, gain, loss and deduction realized after the date of transfer. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The U.S. Department of Treasury and the IRS have issued Treasury Regulations that permit publicly
traded partnerships to use a monthly simplifying convention similar to ours, but they do not specifically authorize all aspects of the proration method we have adopted. Accordingly, Sidley Austin LLP is unable to opine on the validity of this method
of allocating income and deductions between transferor and transferee unitholders. If the IRS determines that this method is not allowed under the Treasury Regulations, our taxable income or losses could be reallocated among our unitholders. We are
authorized to revise our method of allocation between transferor and transferee unitholders, as well as unitholders whose interests vary during a taxable year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A unitholder who owns common units at any time during a quarter and who disposes of them prior to the record date set for a cash distribution
for that quarter will be allocated items of our income, gain, loss and deductions attributable to that quarter through the month of disposition but will not be entitled to receive that cash distribution. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Notification Requirements</I>. A unitholder who sells any of his common units, other than through a broker, generally is required to notify
us in writing of that sale within 30 days after the sale (or, if earlier, January&nbsp;15 of the year following the sale). A purchaser of common units who purchases common units from another unitholder is also generally required to notify us in
writing of that purchase within 30 days after the purchase. Upon receiving such notification, we are required to notify the IRS of that transaction and to furnish specified information to the transferor and transferee. Failure to notify us of a
transfer of common units may, in some cases, lead to the imposition of penalties. However, these reporting requirements do not apply to a sale by an individual who is a citizen of the U.S. and who effects the sale or exchange through a broker who
will satisfy such requirements. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Uniformity of Common Units </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Because we cannot match transferors and transferees of common units, we must maintain uniformity of the economic and tax characteristics of the
common units to a purchaser of these units. In the absence of uniformity, we may be unable to completely comply with a number of U.S. federal income tax requirements, both statutory and regulatory. A lack of uniformity can result from a literal
application of Treasury Regulation <FONT STYLE="white-space:nowrap">Section&nbsp;1.167(c)-1(a)(6).</FONT> Any <FONT STYLE="white-space:nowrap">non-uniformity</FONT> could have a negative impact on the value of the common units. Please read
&#147;&#151;Tax Consequences of Common Unit Ownership&#151;Section&nbsp;754 Election.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We intend to depreciate the portion of a
Section&nbsp;743(b) adjustment attributable to unrealized appreciation in the value of Contributed Property, to the extent of any unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity, using a rate of depreciation or amortization
derived from the depreciation or amortization method and useful life applied to the unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity of that property, or treat that portion as nonamortizable, to the extent attributable to
property which is not amortizable, consistent with the Treasury Regulations under Section&nbsp;743 of the Internal Revenue Code, even though that position may be inconsistent with Treasury Regulation
<FONT STYLE="white-space:nowrap">Section&nbsp;1.167(c)-1(a)(6).</FONT> Please read &#147;&#151; Tax Consequences of Common Unit Ownership&#151;Section&nbsp;754 Election.&#148; To the extent that the Section&nbsp;743(b) adjustment is attributable to
appreciation in value in excess of the unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity, we will apply the rules described in the Treasury Regulations and legislative history. If we determine that this position cannot
reasonably be taken, we may adopt a depreciation and amortization position under which all purchasers acquiring common units in the same month would receive depreciation and amortization deductions, whether attributable to a common basis or
Section&nbsp;743(b) adjustment, based upon the same applicable methods and lives as if they had purchased a direct interest in our property. If this position is adopted, it may result in lower annual depreciation and amortization deductions than
would otherwise be allowable to some unitholders and risk the loss of depreciation and amortization deductions not taken in the year that these deductions are otherwise allowable. This position will not be adopted if we determine that the loss of
depreciation and amortization deductions will have a material adverse effect on the unitholders. If we choose not to utilize this aggregate method, we may use any other reasonable depreciation and amortization method to preserve the uniformity of
the intrinsic tax characteristics of any common units that would not have a material adverse effect on the unitholders. Sidley Austin LLP is unable to opine on the validity of any of these positions. The IRS may challenge any method of depreciating
the Section&nbsp;743(b) adjustment described in this paragraph. If this challenge were sustained, the uniformity of common units might be affected, and the gain from the sale of common units might be increased without the benefit of additional
deductions. We do not believe these allocations will affect any material items of income, gain, loss or deduction. Please read &#147;&#151;Disposition of Common Units&#151;Recognition of Gain or Loss.&#148; </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">Tax-Exempt</FONT> Organizations and Other Investors </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Ownership of common units by employee benefit plans and other <FONT STYLE="white-space:nowrap">tax-exempt</FONT> organizations, as well as by <FONT
STYLE="white-space:nowrap">non-resident</FONT> alien individuals, <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporations, and other <FONT STYLE="white-space:nowrap">non-U.S.</FONT> persons (collectively,
<FONT STYLE="white-space:nowrap">&#147;Non-U.S.</FONT> Unitholders&#148;) raises issues unique to those investors and, as described below to a limited extent, may have substantially adverse tax consequences to them. Each prospective unitholder that
is a <FONT STYLE="white-space:nowrap">tax-exempt</FONT> entity or a <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder should consult its tax advisors before investing in our common units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Employee benefit plans and most other <FONT STYLE="white-space:nowrap">tax-exempt</FONT> organizations, including IRAs and other retirement
plans, are subject to U.S. federal income tax on unrelated business taxable income. Virtually all of our income allocated to a unitholder that is a <FONT STYLE="white-space:nowrap">tax-exempt</FONT> organization will be unrelated business taxable
income and will be taxable to it. Tax exempt unitholders with more than one unrelated trade or business (including by attribution from us) are required to separately compute their unrelated business taxable income with respect to each unrelated
trade or business. As a result, it may not be possible for <FONT STYLE="white-space:nowrap">tax-exempt</FONT> unitholders to utilize losses from an investment in us to offset unrelated business taxable income from another unrelated trade or business
and vice versa. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholders are taxed by the United States on income effectively
connected with a U.S. trade or business (&#147;effectively connected income&#148;) and on certain types of U.S.-source non-effectively connected income (such as dividends), unless exempted or further limited by an income tax treaty. Each Non-U.S.
Unitholder that owns common units will be considered to be engaged in a trade or business in the United States because of the ownership of common units. Furthermore, Non-U.S. Unitholders will be deemed to conduct such activities through a permanent
establishment in the United States within the meaning of an applicable tax treaty. As a consequence, they will be required to file U.S. federal tax returns to report their share of our income, gain, loss or deduction and pay U.S. federal income tax
at regular rates on their share of our net income or gain. Moreover, under rules applicable to publicly traded partnerships, our quarterly distribution to Non-U.S. Unitholders will be subject to withholding at the highest applicable effective tax
rate. Each <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder must obtain a taxpayer identification number from the IRS and submit that number to our transfer agent on a Form <FONT STYLE="white-space:nowrap">W-8BEN,</FONT> <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">W-8BEN-E</FONT></FONT> or applicable substitute form in order to obtain credit for these withholding taxes. A change in applicable law may require us to change these procedures. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, a <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder that is classified as a
<FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporation will be treated as engaged in a United States trade or business and may be subject to the U.S. branch profits tax at a rate of 30%, in addition to regular U.S. federal income tax, on its
share of our income and gain, as adjusted for changes in the <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporation&#146;s &#147;U.S. net equity,&#148; that is effectively connected with the conduct of a United States trade or business. That
tax may be reduced or eliminated by an income tax treaty between the United States and the country in which the <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporate unitholder is a &#147;qualified resident.&#148; In addition, this type of
unitholder is subject to special information reporting requirements under Section&nbsp;6038C of the Internal Revenue Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A <FONT
STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder who sells or otherwise disposes of a common unit will be subject to U.S. federal income tax on gain realized from the sale or disposition of that common unit to the extent the gain is effectively
connected with a U.S. trade or business of the <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder. Gain realized by a Non-U.S. Unitholder from the sale of its interest in a partnership that is engaged in a trade or business in the United
States will be considered to be &#147;effectively connected&#148; with a U.S. trade or business to the extent that gain that would be recognized upon a sale by the partnership of all of its assets would be &#147;effectively connected&#148; with a
U.S. trade or business. It is expected that, under this rule, all or substantially all of a <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder&#146;s gain from the sale or other disposition of our common units would be treated as
effectively connected with a unitholder&#146;s indirect U.S. trade or business constituted by its investment in us and would be subject to U.S. federal income tax. As a result of the effectively connected income rules described above, the exclusion
from U.S. taxation under the Foreign Investment in Real Property Tax Act for gain from the sale of partnership units regularly traded on an established securities market will not prevent a <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder
from being subject to U.S. federal income tax on gain from the sale or disposition of its common units. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under recently enacted tax law,
if a unitholder sells or otherwise disposes of a common unit, the transferee is required to withhold 10% of the amount realized by the transferor unless the transferor certifies that it is not a foreign person, and we are required to deduct and
withhold from the transferee amounts that should have been withheld by the transferee but were not withheld. Because the &#147;amount realized&#148; would include a unitholder&#146;s share of our nonrecourse liabilities, 10% of the amount realized
could exceed the total cash purchase price for the common units. However, the Department of the Treasury and the IRS have determined that this withholding requirement should not apply to any disposition of a publicly traded interest in a publicly
traded partnership (such as us) until Treasury Regulations or other guidance have been issued clarifying the application of this withholding requirement to dispositions of interests in publicly traded partnerships. Accordingly, while this new
withholding requirement does not currently apply to sales or dispositions of our common units, there can be no assurance that such requirement will not apply in the future. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Administrative Matters </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Information Returns and Audit Procedures</I>. We intend to furnish to each unitholder, within 90 days after the close of each taxable year,
specific tax information, including a Schedule <FONT STYLE="white-space:nowrap">K-1,</FONT> which describes each unitholder&#146;s share of our income, gain, loss and deduction for our preceding taxable year. In preparing this information, which
will not be reviewed by counsel, we will take various accounting and reporting positions, some of which have been mentioned earlier, to determine each unitholder&#146;s share of income, gain, loss and deduction. We cannot assure you that those
positions will in all cases yield a result that conforms to the requirements of the Internal Revenue Code, Treasury Regulations or administrative interpretations of the IRS. The IRS may audit our U.S. federal income tax information returns. Neither
we nor Sidley Austin LLP can assure prospective unitholders that the IRS will not challenge the positions we adopt. Any challenge by the IRS could negatively affect the value of the common units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Partnerships generally are treated as separate entities for purposes of U.S. federal income tax audits, judicial review of administrative
adjustments by the IRS and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined in a partnership proceeding rather than in separate proceedings with the partners. Adjustments to items
of our income, gain, loss or deduction resulting from an IRS audit may require each unitholder to adjust a prior year&#146;s tax liability, and possibly may result in an audit of his return. Any audit of a unitholder&#146;s return could result in
adjustments not related to our returns as well as those related to our returns. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the Bipartisan Budget Act of 2015, for
taxable years beginning after December&nbsp;31, 2017, if the IRS makes audit adjustments to our income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly
from us, unless we elect to have our unitholders and former unitholders take any audit adjustment into account in accordance with their interest in us during the taxable year under audit. Similarly, for such taxable years, if the IRS makes audit
adjustments to income tax returns filed by an entity in which we are a member or partner, it may assess and collect any taxes (including penalties and interest) resulting from such audit adjustment directly from such entity. Generally, we expect to
elect to have our unitholders and former unitholders take any such audit adjustment into account in accordance with their interests in us during the taxable year under audit, but there can be no assurance that such election will be effective in all
circumstances. If, we are unable or if it is not economical to have our unitholders and former unitholders take such an audit adjustment into account in accordance with their interests in us during the taxable year under audit, our then current
unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such unitholders did not own our common units during the taxable year under audit. If, as a result of any such audit adjustment, we are required to
make payments of taxes, penalties and interest, our cash available for distribution to our unitholders might be substantially reduced. Congress has proposed changes to the Bipartisan Budget Act, and we anticipate that amendments may be made.
Accordingly, the manner in which these rules may apply to us in the future is uncertain. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Additionally, for taxable years beginning after
December&nbsp;31, 2017, we will be required to designate a partner, or other person, with a substantial presence in the United States as the partnership representative (&#147;Partnership Representative&#148;). The Partnership Representative will
have the sole authority to act on our behalf for purposes of, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by the IRS. If we do not make such a designation, the IRS can select any person as the
Partnership Representative. Our partnership agreement designates our general partner as our Partnership Representative. Further, any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, U.S.
federal income tax audits and judicial review of administrative adjustments by the IRS, will be binding on us and all of our unitholders. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Additional Withholding Requirements.</I>&nbsp;&nbsp;&nbsp;&nbsp;Withholding taxes may apply to
certain types of payments made to &#147;foreign financial institutions&#148; (as specially defined in the Internal Revenue Code) and certain other foreign entities. Specifically, a 30% withholding tax may be imposed on interest, dividends and other
fixed or determinable annual or periodical gains, profits and income from sources within the United States (&#147;FDAP Income&#148;), or gross proceeds from the sale or other disposition of any property of a type that can produce interest or
dividends from sources within the United States (&#147;Gross Proceeds&#148;) paid to a foreign financial institution or to a <FONT STYLE="white-space:nowrap">&#147;non-financial</FONT> foreign entity&#148; (as specially defined in the Internal
Revenue Code), unless (i)&nbsp;the foreign financial institution undertakes certain diligence and reporting, (ii)&nbsp;the <FONT STYLE="white-space:nowrap">non-financial</FONT> foreign entity either certifies it does not have any substantial U.S.
owners or furnishes identifying information regarding each substantial U.S. owner or (iii)&nbsp;the foreign financial institution or <FONT STYLE="white-space:nowrap">non-financial</FONT> foreign entity otherwise qualifies for an exemption from these
rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (i)&nbsp;above, it must enter into an agreement with the U.S. Department of Treasury requiring, among other things, that it
undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to noncompliant foreign financial institutions and certain other
account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these requirements may be subject to different rules. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">These rules generally apply to payments of FDAP Income currently and generally will apply to payments of relevant Gross Proceeds made on or
after January&nbsp;1, 2019. Thus, to the extent we have FDAP Income or have Gross Proceeds on or after January&nbsp;1, 2019, that are not treated as effectively connected with a U.S. trade or business (please read
<FONT STYLE="white-space:nowrap">&#147;&#151;Tax-Exempt</FONT> Organizations and Other Investors&#148;), unitholders who are foreign financial institutions or certain other foreign entities, or persons that hold their common units through such
foreign entities, may be subject to withholding on distributions they receive from us, or their distributive share of our income, pursuant to the rules described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Prospective common unitholders should consult their own tax advisors regarding the potential application of these withholding provisions to
their investment in our common units. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Nominee Reporting</I>. Persons who hold an interest in us as a nominee for another person are
required to furnish the following information to us: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the name, address and taxpayer identification number of the beneficial owner and the nominee; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a statement regarding whether the beneficial owner is </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a person that is not a U.S. person, </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a foreign government, an international organization or any wholly-owned agency or instrumentality of either of the foregoing, or </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a <FONT STYLE="white-space:nowrap">tax-exempt</FONT> entity; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the amount and description of common units held, acquired or transferred for the beneficial owner; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales. </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Brokers and financial institutions are required to furnish additional information, including whether they are United States persons and
specific information on common units they acquire, hold or transfer for their own account. A penalty of $270 per failure, up to a maximum of $3,282,500 per calendar year, is imposed by the Internal Revenue Code for failure to report that information
to us. The nominee is required to supply the beneficial owner of the common units with the information furnished to us. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Accuracy-Related Penalties</I>. An additional tax equal to 20% of the amount of any portion of
an underpayment of tax that is attributable to one or more specified causes, including negligence or disregard of rules or regulations, substantial understatements of income tax and substantial valuation misstatements, is imposed by the Internal
Revenue Code. No penalty will be imposed, however, for any portion of an underpayment if it is shown that there was a reasonable cause for the underpayment of that portion and that the taxpayer acted in good faith regarding the underpayment of that
portion. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For individuals, a substantial understatement of income tax in any taxable year exists if the amount of the understatement
exceeds the greater of 10% of the tax required to be shown on the return for the taxable year or $5,000. The amount of any understatement subject to penalty generally is reduced if any portion is attributable to a position adopted on the return:
</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">for which there is, or was, &#147;substantial authority,&#148; or </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">as to which there is a reasonable basis if the pertinent facts of that position are adequately disclosed on the return. </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any item of income, gain, loss or deduction included in the distributive shares of unitholders might result in that kind of an
&#147;understatement&#148; of income for which no &#147;substantial authority&#148; exists, we must disclose the pertinent facts on our return. In addition, we will make a reasonable effort to furnish sufficient information for unitholders to make
adequate disclosure on their returns and to take other actions as may be appropriate to permit unitholders to avoid liability for this penalty. More stringent rules apply to &#147;tax shelters,&#148; which we do not believe includes us. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A substantial valuation misstatement exists if (i)&nbsp;the value of any property, or the adjusted basis of any property, claimed on a tax
return is 150% or more of the amount determined to be the correct amount of the valuation or adjusted basis, (ii)&nbsp;the price for any property or services (or for the use of property) claimed on any such return with respect to any transaction
between persons described in Internal Revenue Code Section&nbsp;482 is 200% or more (or 50% or less) of the amount determined under Section&nbsp;482 to be the correct amount of such price, or (iii)&nbsp;the net Internal Revenue Code Section&nbsp;482
transfer price adjustment for the taxable year exceeds the lesser of $5&nbsp;million or 10% of the taxpayer&#146;s gross receipts. No penalty is imposed unless the portion of the underpayment attributable to a substantial valuation misstatement
exceeds $5,000 ($10,000 for most corporations). If the valuation claimed on a return is 200% or more than the correct valuation, the penalty imposed increases to 40%. We do not anticipate making any valuation misstatements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, the 20% accuracy-related penalty also applies to any portion of an underpayment of tax that is attributable to transactions
lacking economic substance. To the extent that such transactions are not disclosed, the penalty imposed is increased to 40%. Additionally, there is no reasonable cause defense to the imposition of this penalty to such transactions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Reportable Transactions. </I>If we were to engage in a &#147;reportable transaction,&#148; we (and possibly the unitholders and others)
would be required to make a detailed disclosure of the transaction to the IRS. A transaction may be a reportable transaction based upon any of several factors, including the fact that it is a type of tax avoidance transaction publicly identified by
the IRS as a &#147;listed transaction&#148; or that it produces certain kinds of losses in excess of $2&nbsp;million in any single year, or $4&nbsp;million in any combination of six successive taxable years. Our participation in a reportable
transaction could increase the likelihood that our U.S. federal income tax information return (and possibly your tax return) would be audited by the IRS. Please read &#147;&#151;Information Returns and Audit Procedures&#148; above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Moreover, if we were to participate in a reportable transaction with a significant purpose to avoid or evade tax, or in any listed
transaction, you may be subject to the following additional consequences: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">accuracy-related penalties with a broader scope, significantly narrower exceptions, and potentially greater amounts than described above at &#147; &#151;Accuracy-Related Penalties,&#148; </TD></TR></TABLE>

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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">for those persons otherwise entitled to deduct interest on federal tax deficiencies, nondeductibility of interest on any resulting tax liability, and </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">in the case of a listed transaction, an extended statute of limitations. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We do not expect to
engage in any &#147;reportable transactions.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Registration as a Tax Shelter</I>. We registered as a &#147;tax shelter&#148; under
the law in effect at the time of our initial public offering and were assigned a tax shelter registration number. Issuance of a tax shelter registration number to us does not indicate that investment in us or the claimed tax benefits have been
reviewed, examined or approved by the IRS. The American Jobs Creation Act of 2004 repealed the tax shelter registration rules and replaced them with the reporting regime described above at &#147;&#151;Reportable Transactions.&#148; The term
&#147;tax shelter&#148; has a different meaning for this purpose than under the penalty rules described above at &#147;&#151;Accuracy-Related Penalties.&#148; </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Recent Legislative Developments </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The
present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial interpretation at any time. For example, from time to time,
members of Congress and the President propose and consider substantive changes to the existing U.S. federal income tax laws that affect the tax treatment of publicly traded partnerships and our common unitholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">On December&nbsp;22, 2017, the President signed into law comprehensive U.S. federal tax reform legislation that significantly reforms the
Internal Revenue Code. This legislation, among other things, contains significant changes to the taxation of our operations and an investment in our common units, including a partial limitation on the deductibility of certain business interest
expenses, a deduction for our common unitholders relating to certain income from partnerships, immediate deductions for certain new investments instead of deductions for depreciation over time and the modification or repeal of many business
deductions and credits. We continue to examine the impact of this tax reform legislation, and as its overall impact on us or an investment in our common units is uncertain, we note that this tax reform legislation could adversely affect the value of
an investment in our common units. Prospective common unitholders are urged to consult their tax advisors regarding the impact of this tax reform legislation on an investment in our common units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Additional modifications to the U.S. federal income tax laws and interpretations thereof may or may not be retroactively applied and could
make it more difficult or impossible to meet the exception for us to be treated as a partnership for U.S. federal income tax purposes. Please read &#147;&#151;Partnership Status.&#148; We are unable to predict whether any such changes will
ultimately be enacted. However, it is possible that a change in law could affect us, and any such changes could negatively impact the value of an investment in our common units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">In addition, at the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the
imposition of state income, franchise, or other forms of taxation. Imposition of a similar tax on us in the jurisdictions in which we operate or in other jurisdictions to which we may expand could substantially reduce our cash available for
distribution to our unitholders. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>State, Local, <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> and Other Tax Considerations </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition to U.S. federal income taxes, a unitholder likely will be subject to other taxes, such as state, local and <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> income taxes, unincorporated business taxes, and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which, we do business or own property or in which a unitholder is
a resident. Although an analysis of those various taxes is not presented here, each prospective unitholder should consider their potential impact on his investment in us. We currently own property or do business in a substantial number of states,
virtually all of which impose tax obligations on nonresident partners receiving a distributive share of state &#147;sourced&#148; income. We may also own property or do business in other states in the future. Although a unitholder may not be
required to file a return and pay taxes in some states because its income from that state falls below the filing and payment requirement, a unitholder will be required to file income tax returns and to pay income taxes in some or all of the
jurisdictions in which we do business or own property and may be subject to penalties for failure to comply with those requirements. In some jurisdictions, tax losses may not produce a tax benefit in the year incurred and also may not be available
to offset income in subsequent taxable years. Some of the jurisdictions may require us, or we may elect, to withhold a percentage of income from amounts to be distributed to a unitholder who is not a resident of the jurisdiction. Withholding, the
amount of which may be greater or less than a particular unitholder&#146;s income tax liability to the jurisdiction, generally does not relieve a nonresident unitholder from the obligation to file an income
</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
tax return. Amounts withheld will be treated as if distributed to unitholders for purposes of determining the amounts distributed by us. Please read &#147;&#151;Tax Consequences of Common Unit
Ownership&#151;Entity-Level Collections.&#148; Based on current law and our estimate of future operations, any amounts required to be withheld are not contemplated to be material. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>It is the responsibility of each unitholder to investigate the legal and tax consequences, under the laws of pertinent jurisdictions, of
his investment in us. Accordingly, each prospective unitholder is urged to consult, and depend on, his own tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each unitholder to file all state, local, and <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> as well as U.S. federal tax returns, that may be required of him. Sidley Austin LLP has not rendered an opinion on the state, local, alternative minimum tax or
<FONT STYLE="white-space:nowrap">non-U.S.</FONT> tax consequences of an investment in us. </I></P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 99.2 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This section is a summary of the material U.S. federal income tax consequences that may be relevant to prospective Plan participants and is
based upon current provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, Treasury Regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change. Changes in
these authorities may cause the tax consequences to vary substantially from the consequences described below, possibly on a retroactive basis. Unless the context otherwise requires, references in this section to &#147;us,&#148; &#147;we&#148; or the
&#147;Partnership&#148; are references to Enterprise Products Partners L.P. and Enterprise Products Operating LLC (&#147;EPO&#148;). This section replaces the section under the heading &#147;Material U.S. Federal Income Tax Consequences&#148; in
Post-Effective Amendment No.&nbsp;1 to the Registration Statement on Form <FONT STYLE="white-space:nowrap">S-3D</FONT> filed by the Partnership (File <FONT STYLE="white-space:nowrap">No.&nbsp;333-211318)</FONT> and the prospectus included therein.
This section should be read in conjunction with the risk factors included under the caption &#147;Tax Risks to Common Unitholders&#148; in our most recent Annual Report on Form <FONT STYLE="white-space:nowrap">10-K.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following discussion does not comment on all U.S. federal income tax matters affecting us or our unitholders and does not describe the
application of the alternative minimum tax that may be applicable to certain unitholders. Moreover, the discussion focuses on unitholders who are individual citizens or residents of the United States, whose functional currency is the U.S. dollar and
who hold common units as capital assets (generally, property that is held as an investment). This section has only limited application to corporations, estates, entities treated as partnerships for U.S. federal income tax purposes, trusts,
nonresident aliens, U.S. expatriates and former citizens or long-term residents of the United States or other unitholders subject to specialized tax treatment, such as banks, insurance companies and other financial institutions, <FONT
STYLE="white-space:nowrap">tax-exempt</FONT> institutions, <FONT STYLE="white-space:nowrap">non-U.S.</FONT> persons (including, without limitation, controlled foreign corporations, passive foreign investment companies and <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> persons eligible for the benefits of an applicable income tax treaty with the United States), individual retirement accounts (IRAs), real estate investment trusts (REITs) or mutual funds, dealers in
securities or currencies, traders in securities, U.S. persons whose &#147;functional currency&#148; is not the U.S. dollar, persons holding their units as part of a &#147;straddle,&#148; &#147;hedge,&#148; &#147;conversion transaction&#148; or other
risk reduction transaction, persons subject to special tax accounting rules as a result of any item of gross income with respect to our common units being taken into account in an applicable financial statement and persons deemed to sell their units
under the constructive sale provisions of the Internal Revenue Code. In addition, the discussion only comments, to a limited extent, on state, local, and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> tax consequences. <B><I>Accordingly, we
encourage each prospective common unitholder to consult his own tax advisor in analyzing the U.S. federal, state, local and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> tax consequences particular to him of the ownership or disposition of common
units and potential changes in applicable laws, including the impact of the recently enacted U.S. tax reform legislation.</I></B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">No
ruling has been or will be requested from the IRS regarding our status as a partnership for U.S. federal income tax purposes. Instead, we will rely on the opinions of Sidley Austin LLP with respect to the matters described herein. An opinion of
counsel represents only that counsel&#146;s best legal judgment and does not bind the Internal Revenue Service (the &#147;IRS&#148;) or a court. Accordingly, the opinions and statements made below may not be sustained by a court if contested by the
IRS. Any contest of this sort with the IRS may materially and adversely impact the market for our common units and the prices at which our common units trade. In addition, the costs of any contest with the IRS, principally legal, accounting and
related fees, will result in a reduction in cash available for distribution to our unitholders and thus will be borne indirectly by the unitholders. Furthermore, the tax treatment of us or of an investment in our common units may be significantly
modified by future legislative or administrative changes or court decisions. Any modifications may or may not be retroactively applied. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">All statements as to matters of U.S. federal income tax law and legal conclusions with respect thereto, but not as to factual matters,
contained in this section, unless otherwise noted, are the opinion of Sidley Austin LLP and are based on the accuracy of the representations made by us and our general partner. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For the reasons described below, Sidley Austin LLP has not rendered an opinion with respect to the following specific U.S. federal income tax
issues: (i)&nbsp;the treatment of a unitholder whose common units are the subject of a securities loan (please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Treatment of Securities Loans&#148;); (ii) whether all aspects of our
monthly method for allocating taxable income and losses is permitted by existing Treasury Regulations (please read &#147;&#151;Disposition of Common Units&#151;Allocations Between Transferors and Transferees&#148;); and (iii)&nbsp;whether our method
for taking into account Section&nbsp;743 adjustments is sustainable in certain cases (please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Section&nbsp;754 Election&#148; and &#147;&#151;Uniformity of Common Units&#148;). </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Partnership Status </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We are treated as a partnership for U.S. federal income tax purposes and, therefore, subject to the discussion below under
&#147;&#151;Administrative Matters&#151;Information Returns and Audit Procedures&#148;, generally will not be liable for entity-level U.S. federal income taxes. Instead, each partner of a partnership is required to take into account his share of
items of income, gain, loss and deduction of the partnership in computing his U.S. federal income tax liability, regardless of whether cash distributions are made to him by the partnership. Distributions by a partnership to a partner are generally
not taxable to the partner unless the amount of cash distributed to him is in excess of the partner&#146;s adjusted basis in his partnership interest. Please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Treatment of
Distributions&#148; and &#147;&#151;Disposition of Common Units.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7704 of the Internal Revenue Code provides that
publicly traded partnerships will, as a general rule, be taxed as corporations. However, an exception, referred to as the &#147;Qualifying Income Exception,&#148; exists with respect to publicly traded partnerships of which 90% or more of the gross
income for every taxable year consists of &#147;qualifying income.&#148; Qualifying income includes income and gains derived from the exploration, development, mining or production, processing, refining, transportation, storage and marketing of any
mineral or natural resource. Other types of qualifying income include interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the
production of income that otherwise constitutes qualifying income. We estimate that less than 5% of our current gross income is not qualifying income; however, this estimate could change from time to time. Based on and subject to this estimate, the
factual representations made by us and our general partner and a review of the applicable legal authorities, Sidley Austin LLP is of the opinion that at least 90% of our current gross income constitutes qualifying income. The portion of our income
that is qualifying income may change from time to time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The IRS has made no determination as to our status or the status of EPO for U.S.
federal income tax purposes. Instead, we will rely on the opinion of Sidley Austin LLP on such matters. It is the opinion of Sidley Austin LLP that, based upon the Internal Revenue Code, Treasury Regulations thereunder, current administrative
rulings and court decisions and the representations described below, we and EPO will be classified as partnerships for U.S. federal income tax purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In rendering its opinion, Sidley Austin LLP has relied on factual representations made by us and our general partner, including, but not
limited to: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Neither we nor EPO has elected or will elect to be treated as a corporation; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">For each taxable year, more than 90% of our gross income has been and will be income of the type that Sidley Austin LLP has opined or will opine is &#147;qualifying income&#148; within the meaning of
Section&nbsp;7704(d) of the Internal Revenue Code. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We believe that these representations have been true in the past, are
true as of the date hereof and expect that these representations will continue to be true in the future. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If we fail to meet the
Qualifying Income Exception, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery (in which case the IRS may also require us to make adjustments with respect to our
unitholders or pay other amounts), we will be treated as if we had transferred all of our assets, subject to liabilities, to a newly formed corporation, on the first day of the year in which we fail to meet the Qualifying Income Exception, in return
for stock in that corporation, and then distributed that stock to the unitholders in liquidation of their interests in us. This deemed contribution and liquidation should be <FONT STYLE="white-space:nowrap">tax-free</FONT> to unitholders and us
except to the extent that our liabilities exceed the tax basis of our assets at that time. Thereafter, we would be treated as an association taxable as a corporation for U.S. federal income tax purposes. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If we were taxable as a corporation in any taxable year, either as a result of a failure to meet
the Qualifying Income Exception or otherwise, our items of income, gain, loss and deduction would be reflected only on our tax return rather than being passed through to the unitholders, and our net income would be taxed to us at corporate rates. In
addition, any distribution made to a unitholder would be treated as taxable dividend income, to the extent of our current and accumulated earnings and profits, or, in the absence of earnings and profits, a nontaxable return of capital, to the extent
of the unitholder&#146;s tax basis in his common units, or taxable capital gain, after the unitholder&#146;s tax basis in his common units is reduced to zero. Accordingly, taxation as a corporation would result in a material reduction in our cash
available for distribution to unitholders and thus would likely result in a substantial reduction of the value of the common units. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
discussion below is based on Sidley Austin LLP&#146;s opinion that we will be classified as a partnership for U.S. federal income tax purposes. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tax
Consequences of Common Unit Ownership </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Limited Partner Status. </I>Unitholders of the Partnership who are admitted as limited
partners will be treated as partners of the Partnership for U.S. federal income tax purposes. Unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive
rights attendant to the ownership of their common units, will be treated as partners of Enterprise Products Partners L.P. for U.S. federal income tax purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As there is no direct or indirect controlling authority addressing assignees of common units who are entitled to execute and deliver transfer
applications and thereby become entitled to direct the exercise of attendant rights, but who fail to execute and deliver transfer applications, Sidley Austin LLP&#146;s opinion does not extend to these persons. Furthermore, a purchaser or other
transferee of common units who does not execute and deliver a transfer application may not receive some federal income tax information or reports furnished to record holders of common units unless the common units are held in a nominee or street
name account and the nominee or broker has executed and delivered a transfer application for those common units. In addition, a beneficial owner of common units whose units are the subject of a securities loan would appear to lose his status as a
partner with respect to those common units for U.S. federal income tax purposes. Please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Treatment of Securities Loans.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Items of our income, gain, loss or deduction would not appear to be reportable by a unitholder who is not a partner for U.S. federal income
tax purposes, and any cash distributions received by a unitholder who is not a partner for U.S. federal income tax purposes would therefore appear to be fully taxable as ordinary income. These unitholders are urged to consult their tax advisors with
respect to the tax consequences to them of holding common units in Enterprise Products Partners L.P. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The references to
&#147;unitholders&#148; in the discussion that follows are to persons who are treated as partners in Enterprise Products Partners L.P. for U.S. federal income tax purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Flow-through of Taxable Income</I>. Subject to the discussion below under &#147;&#151;Entity-Level Collections&#148; and &#147;&#151;
Administrative Matters&#151;Information Returns and Audit Procedures,&#148; we will not pay any U.S. federal income tax. Instead, each unitholder is required to report on his income tax return his share of our income, gains, losses and deductions
for our taxable year or years ending with or within his taxable year, without regard to whether we make cash distributions to him. Consequently, we may allocate income to a unitholder even if he has not received a cash distribution. Our taxable year
ends on December&nbsp;31. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Treatment of Distributions</I>. Distributions by us to a unitholder generally will not be taxable to the
unitholder for U.S. federal income tax purposes, except to the extent the amount of any such cash distribution exceeds his tax basis in his common units immediately before the distribution. Cash distributions in excess of a unitholder&#146;s tax
basis in his common units generally will be treated as amounts realized from the sale or exchange of the common units, taxable in accordance with the rules described under &#147;&#151;Disposition of Common Units&#148; below. Any reduction in a
unitholder&#146;s share of our liabilities for which no partner bears the economic risk of loss, known as &#147;nonrecourse liabilities,&#148; will be treated as a distribution of cash to that unitholder. To the extent our distributions cause a
unitholder&#146;s &#147;at risk&#148; amount to be less than zero at the end of any taxable year, the unitholder must recapture any losses deducted in previous years. Please read &#147;&#151;Limitations on Deductibility of Losses.&#148; </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If, and to the extent that, a unitholder participates in the Plan, such unitholder will receive
common units in lieu of all or a portion of any cash distribution he would otherwise receive from us. The tax consequences of such participation are generally expected to be the same to the Plan participants as if they had received their cash
distributions paid to the common unitholders and then used these cash distributions to purchase additional common units either from us or on the open market, depending on how we instruct the Administrator to reinvest the distributions subject to the
Plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A decrease in a unitholder&#146;s percentage interest in us because of our issuance of additional common units will decrease his
share of our nonrecourse liabilities, and thus will result in a corresponding deemed distribution of cash which may constitute a <FONT STYLE="white-space:nowrap">non-pro</FONT> rata distribution. A <FONT STYLE="white-space:nowrap">non-pro</FONT>
rata distribution of money or property may result in ordinary income to a unitholder, regardless of his tax basis in his common units, if the distribution reduces the unitholder&#146;s share of our &#147;unrealized receivables,&#148; including
depreciation recapture, and/or substantially appreciated &#147;inventory items,&#148; both as defined in Section&nbsp;751 of the Internal Revenue Code, and collectively, &#147;Section&nbsp;751 Assets.&#148; To that extent, he will be treated as
having been distributed his proportionate share of the Section&nbsp;751 Assets and having then exchanged those assets with us in return for the <FONT STYLE="white-space:nowrap">non-pro</FONT> rata portion of the actual distribution made to him. This
latter deemed exchange will generally result in the unitholder&#146;s recognition of ordinary income, which will equal the excess of the <FONT STYLE="white-space:nowrap">non-pro</FONT> rata portion of that distribution over the unitholder&#146;s tax
basis (typically zero) for the share of Section&nbsp;751 Assets deemed relinquished in the exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Basis of Common Units</I>. A
unitholder&#146;s initial tax basis in his common units will be the amount he paid for those common units plus his share of our nonrecourse liabilities. That basis will be increased by his share of our income and gains, by any increases in his share
of our nonrecourse liabilities and, upon the disposition of common units, by his share of certain items related to business interest not yet deductible by him due to applicable limitations. Please read &#147;&#151;Limitations on Interest
Deductions.&#148; That basis will be decreased, but not below zero, by distributions from us, by the unitholder&#146;s share of our losses and deductions, by any decreases in his share of our nonrecourse liabilities, by his share of our excess
business interest (generally, the excess of our business interest over the amount that is deductible) and by his share of our expenditures that are not deductible in computing taxable income and are not required to be capitalized. A unitholder will
have a share of our nonrecourse liabilities generally based on <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity (as described in &#147;&#151;Allocation of Income, Gain, Loss and Deduction&#148;) attributable to such unitholder, to the
extent of such amount, and thereafter, such unitholder&#146;s share of our profits. Please read &#147;&#151;Disposition of Common Units&#151;Recognition of Gain or Loss.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Limitations on Deductibility of Losses</I>. The deduction by a unitholder of his share of our losses will be limited to the tax basis in
his common units and, in the case of an individual unitholder or a corporate unitholder, if more than 50% of the value of the corporate unitholder&#146;s stock is owned directly or indirectly by or for five or fewer individuals or some <FONT
STYLE="white-space:nowrap">tax-exempt</FONT> organizations, to the amount for which the unitholder is considered to be &#147;at risk&#148; with respect to our activities, if that amount is less than his tax basis. A unitholder subject to these
limitations must recapture losses deducted in previous years to the extent that distributions (including distributions deemed to result from a reduction in a unitholder&#146;s share of nonrecourse liabilities) cause his at risk amount to be less
than zero at the end of any taxable year. Losses disallowed to a unitholder or recaptured as a result of these limitations will carry forward and will be allowable as a deduction in a later year to the extent that his tax basis or at risk amount,
whichever is the limiting factor, is subsequently increased provided that such losses are otherwise allowable. Upon the taxable disposition of a common unit, any gain recognized by a unitholder can be offset by losses that were previously suspended
by the at risk limitation but may not be offset by losses suspended by the basis limitation. Any excess loss above that gain previously suspended by the at risk or basis limitations is no longer utilizable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In general, a unitholder will be at risk to the extent of the tax basis of his common units, excluding any portion of that basis attributable
to his share of our nonrecourse liabilities, reduced by (i)&nbsp;any portion of that basis representing amounts other than those protected against loss because of a guarantee, stop-loss agreement or other similar arrangement and (ii)&nbsp;any amount
of money he borrows to acquire or hold his units, if the lender of those borrowed funds owns an interest in us, is related to another unitholder who has an interest in us, or can look only to the common units for repayment. A unitholder&#146;s at
risk amount will increase or decrease as the tax basis of the unitholder&#146;s common units increases or decreases, other than tax basis increases or decreases attributable to increases or decreases in his share of our nonrecourse liabilities. </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition to the basis and <FONT STYLE="white-space:nowrap">at-risk</FONT> limitations on the
deductibility of losses, the passive loss limitations generally provide that individuals, estates, trusts and some closely-held corporations and personal service corporations are permitted to deduct losses from passive activities, which are
generally trade or business activities in which the taxpayer does not materially participate, only to the extent of the taxpayer&#146;s income from those passive activities. The passive loss limitations are applied separately with respect to each
publicly traded partnership. Consequently, any passive losses we generate will only be available to offset our passive income generated in the future and will not be available to offset income from other passive activities or investments, including
our investments or a unitholder&#146;s investments in other publicly traded partnerships, or the unitholder&#146;s salary, active business or other income. Passive losses that are not deductible because they exceed a unitholder&#146;s share of
income we generate may be deducted in full when the unitholder disposes of his entire investment in us in a fully taxable transaction with an unrelated party. The passive activity loss limitations are applied after other applicable limitations on
deductions, including the <FONT STYLE="white-space:nowrap">at-risk</FONT> rules and the basis limitation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A unitholder&#146;s share of
our net income may be offset by any of our suspended passive losses, but it may not be offset by any other current or carryover losses from other passive activities, including those attributable to other publicly traded partnerships. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">An additional loss limitation may apply to certain of our unitholders for taxable years beginning after December&nbsp;31, 2017, and before
January&nbsp;1, 2026. A <FONT STYLE="white-space:nowrap">non-corporate</FONT> unitholder will not be allowed to take a deduction for certain excess business losses in such taxable years. An excess business loss is the excess (if any) of a
taxpayer&#146;s aggregate deductions for the taxable year that are attributable to the trades or businesses of such taxpayer (determined without regard to the excess business loss limitation) over the aggregate gross income or gain of such taxpayer
for the taxable year that is attributable to such trades or businesses plus a threshold amount. The threshold amount is equal to $250,000, or $500,000 for taxpayers filing a joint return. Any losses disallowed in a taxable year due to the excess
business loss limitation may be used by the applicable unitholder in the following taxable year if certain conditions are met. Unitholders to which this excess business loss limitation applies will take their allocable share of our items of income,
gain, loss and deduction into account in determining this limitation. This excess business loss limitation will be applied to a <FONT STYLE="white-space:nowrap">non-corporate</FONT> unitholder after the passive loss limitations and may limit such
unitholders&#146; ability to utilize any losses we generate allocable to such unitholder that are not otherwise limited by the basis, <FONT STYLE="white-space:nowrap">at-risk</FONT> and passive loss limitations described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Limitations on Interest Deductions</I>. In general, we are entitled to a deduction for interest paid or accrued on indebtedness properly
allocable to our trade or business (&#147;business interest&#148;). However, our deduction for business interest is limited to the sum of our business interest income and 30% of our &#147;adjusted taxable income,&#148; which is generally taxable
income, computed without regard to business interest expense, business interest income, and in the case of taxable years beginning before January&nbsp;1, 2022, any deduction allowable for depreciation, amortization, or depletion. This limitation is
first applied at the partnership level and any deduction for business interest is taken into account in determining our non-separately stated taxable income or loss. Then, in applying this business interest limitation at the partner level, the
adjusted taxable income of each of our unitholders is determined without regard to such unitholder&#146;s distributive share of any of our items of income, gain, deduction, or loss and is increased by such unitholder&#146;s distributive share of our
excess taxable income, which is generally equal to the excess of 30% of our adjusted taxable income over the amount of our deduction for business interest for a taxable year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">To the extent our deduction for business interest is not limited, we will allocate the full amount of our deduction for business interest
among our unitholders in accordance with their percentage interests in us. To the extent our deduction for business interest is limited, the amount of any disallowed deduction for business interest (&#147;excess business interest&#148;) will also be
allocated to each unitholder in accordance with his percentage interest in us, but such amount of &#147;excess business interest&#148; will not be currently deductible. Should our ability to deduct business interest be limited, the amount of taxable
income allocated to our unitholders in the taxable year in which the limitation is in effect may increase. However, in certain circumstances, a unitholder may be able to carry forward and deduct the excess business interest in future taxable years.
Prospective unitholders should consult their tax advisors regarding the impact of this business interest deduction limitation on an investment in our common units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, the deductibility of a <FONT STYLE="white-space:nowrap">non-corporate</FONT> taxpayer&#146;s &#147;investment interest
expense&#148; is generally limited to the amount of that taxpayer&#146;s &#147;net investment income.&#148; Investment interest expense includes: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">interest on indebtedness properly allocable to property held for investment; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">our interest expense attributed to portfolio income; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income. </TD></TR></TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The computation of a unitholder&#146;s investment interest expense will take into account
interest on any margin account borrowing or other loan incurred to purchase or carry a common unit. Net investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss rules,
less deductible expenses, other than interest, directly connected with the production of investment income, but generally does not include gains attributable to the disposition of property held for investment. The IRS has indicated that net passive
income earned by a publicly traded partnership will be treated as investment income to its unitholders for purposes of the investment interest deduction limitation. In addition, the unitholder&#146;s share of our portfolio income will be treated as
investment income for purposes of the investment interest expense limitation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Entity-Level Collections</I>. If we are required or
elect under applicable law to pay any federal, state, local or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> tax on behalf of any current or former unitholder, our partnership agreement authorizes us to treat the payment as a distribution of cash
to the unitholder on whose behalf the payment was made. If the payment is made on behalf of a person whose identity cannot be determined, we are<I> </I>authorized to treat the payment as a distribution to all current unitholders. We are authorized
to amend our partnership agreement in the manner necessary to maintain uniformity of intrinsic tax characteristics of common units and to adjust later distributions, so that after giving effect to these distributions, the priority and
characterization of distributions otherwise applicable under our partnership agreement is maintained as nearly as is practicable. Payments by us as described above could give rise to an overpayment of tax on behalf of an individual unitholder in
which event the unitholder would be required to file a claim in order to obtain a credit or refund. Please read &#147;&#151;Administrative Matters&#151;Information Returns and Audit Procedures.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Allocation of Income, Gain, Loss and Deduction</I>. Our items of income, gain, loss and deduction will be allocated among the unitholders
in accordance with their percentage interests in us. Specified items of our income, gain, loss and deduction will be allocated to account for the difference between the tax basis and fair market value of our assets, a
<FONT STYLE="white-space:nowrap">&#147;Book-Tax</FONT> Disparity,&#148; at the time we issue units in an offering or engage in certain other transactions. The effect of these allocations, referred to as Section&nbsp;704(c) Allocations, to a
unitholder purchasing common units in such offering will be essentially the same as if the tax bases of our assets were equal to their fair market values at the time of such offering. In the event we issue additional common units or engage in
certain other transactions in the future, &#147;reverse Section&nbsp;704(c) Allocations,&#148; similar to the Section&nbsp;704(c) Allocations described above, will be made to all of our unitholders immediately prior to such issuance or other
transactions to account for any <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity at the time of the future transaction. In addition, items of recapture income will be allocated to the extent possible to the unitholder who was allocated the
deduction giving rise to the treatment of that gain as recapture income in order to minimize the recognition of ordinary income by other unitholders. Finally, although we do not expect that our operations will result in the creation of negative
capital accounts, if negative capital accounts nevertheless result, items of our income and gain will be allocated in such amount and manner as is needed to eliminate the negative balance as quickly as possible. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">An allocation of items of our income, gain, loss or deduction, other than an allocation required by the Internal Revenue Code to eliminate a <FONT
STYLE="white-space:nowrap">Book-Tax</FONT> Disparity, will generally be given effect for U.S. federal income tax purposes in determining a partner&#146;s share of an item of income, gain, loss or deduction only if the allocation has substantial
economic effect. In any other case, a partner&#146;s share of an item will be determined on the basis of his interest in us, which will be determined by taking into account all the facts and circumstances, including: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">his relative contributions to us; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the interests of all the partners in profits and losses; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the interest of all the partners in cash flow; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the rights of all the partners to distributions of capital upon liquidation. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Sidley Austin
LLP is of the opinion that, with the exception of the issues described in &#147;&#151;Section&nbsp;754 Election&#148; and &#147;&#151;Disposition of Common Units&#151;Allocations Between Transferors and Transferees,&#148; allocations under our
partnership agreement will be given effect for federal income tax purposes in determining a partner&#146;s share of an item of income, gain, loss or deduction. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Treatment of Securities Loans</I>. A unitholder whose common units are the subject of a
securities loan (for example, a loan to a &#147;short seller&#148; to cover a short sale of common units) may be considered as having disposed of those units during the period of the loan and may recognize gain or loss as a result of such deemed
disposition. As a result, during this period (i)&nbsp;he would no longer be treated for tax purposes as a partner with respect to those common units, (ii)&nbsp;any of our income, gain, loss or deduction allocated to those units would not be
reportable by the lending unitholder, and (iii)&nbsp;any cash distributions received by the lending unitholder as to those units may be treated as ordinary taxable income. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Sidley Austin LLP has not rendered an opinion regarding the tax treatment of a unitholder that enters into a securities loan with respect to
its common units. A unitholder desiring to assure its status as a partner and avoid the risk of income recognition from a loan of its common units is urged to consult a tax advisor to discuss whether it is advisable to modify any applicable
brokerage account agreements to prohibit their brokers from borrowing and loaning their common units. The IRS has previously announced that it is studying issues relating to the tax treatment of short sales of partnership interests. Please also read
&#147;&#151;Disposition of Common Units&#151;Recognition of Gain or Loss.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Tax Rates</I>. Under current law, the highest marginal
U.S. federal income tax rate for individuals applicable to ordinary income and long-term capital gains (generally, gains from the sale or exchange of certain investment assets held for more than one year) are 37% and 20%, respectively. These rates
are subject to change by new legislation at any time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, a 3.8% net investment income tax applies to certain net investment
income earned by individuals, estates and trusts. For these purposes, net investment income generally includes a unitholder&#146;s allocable share of our income and gain realized by a unitholder from a sale of common units. In the case of an
individual, the tax will be imposed on the lesser of (i)&nbsp;the unitholder&#146;s net investment income or (ii)&nbsp;the amount by which the unitholder&#146;s modified adjusted gross income exceeds $250,000 (if the unitholder is married and filing
jointly or a surviving spouse), $125,000 (if the unitholder is married and filing separately) or $200,000 (in any other case). In the case of an estate or trust, the tax will be imposed on the lesser of (i)&nbsp;the undistributed net investment
income, or (ii)&nbsp;the excess adjusted gross income over the dollar amount at which the highest income tax bracket applicable to an estate or trust begins. Prospective unitholders are urged to consult with their own tax advisors as to the impact
of the net investment income tax on an investment in our common units. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For taxable years beginning after December&nbsp;31, 2017, and
ending on or before December&nbsp;31, 2025, an individual unitholder is entitled to a deduction equal to 20% of his &#147;qualified business income&#148; attributable to us, subject to certain limitations. For purposes of this deduction, a
unitholder&#146;s &#147;qualified business income&#148; attributable to us is equal to the sum of: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the net amount of such unitholder&#146;s allocable share of items of our income, gain, deduction and loss which are attributable to our conduct of a trade or business in the United States, excluding, however, certain
items related to our investment activities, including capital gains and dividends, and certain payments made to the unitholder for services rendered to the Partnership; and </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">any gain recognized by such unitholder on the disposition of its units to the extent such gain is attributable to certain Section&nbsp;751 Assets, including depreciation recapture and our &#147;inventory items,&#148;
and is thus treated as ordinary income under Section&nbsp;751 of the Internal Revenue Code. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Prospective unitholders should
consult their tax advisors regarding the application of the deduction for qualified business income. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;754
Election. </I>We have made the election permitted by Section&nbsp;754 of the Internal Revenue Code. That election is irrevocable without the consent of the IRS. The election generally permits us to adjust a common unit purchaser&#146;s tax basis in
our assets (&#147;inside basis&#148;) under Section&nbsp;743(b) of the Internal Revenue Code to reflect his purchase price. This election applies to a person who purchases common units from a selling unitholder but does not apply to a person who
purchases common units directly from us. The Section&nbsp;743(b) adjustment belongs to the purchaser and not to other unitholders. For purposes of this discussion, a unitholder&#146;s inside basis in our assets will be considered to have two
components: (i)&nbsp;his share of our tax basis in our assets (&#147;common basis&#148;) and (ii)&nbsp;his Section&nbsp;743(b) adjustment to that basis. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Treasury Regulations under Section&nbsp;743 of the Internal Revenue Code require, if the remedial
allocation method is adopted (which we have adopted), a portion of the Section&nbsp;743(b) adjustment that is attributable to recovery property subject to depreciation under Section&nbsp;168 of the Internal Revenue Code to be depreciated over the
remaining cost recovery period for the property&#146;s unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity. Under Treasury Regulation <FONT STYLE="white-space:nowrap">Section&nbsp;1.167(c)-1(a)(6),</FONT> a Section&nbsp;743(b)
adjustment attributable to property subject to depreciation under Section&nbsp;167 of the Internal Revenue Code, rather than cost recovery deductions under Section&nbsp;168, is generally required to be depreciated using either the straight-line
method or the 150% declining balance method. Thus, a literal application of these Treasury Regulations may give rise to differences in the taxation of unitholders purchasing common units from us and unitholders purchasing from other unitholders.
Under our partnership agreement, our general partner is authorized to take a position to preserve the uniformity of common units even if that position is not consistent with these and any other Treasury Regulations. Please read &#147;&#151;
Uniformity of Common Units.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Although Sidley Austin LLP is unable to opine as to the validity of this approach because there is no
controlling authority on this issue, we intend to depreciate the portion of a Section&nbsp;743(b) adjustment attributable to unrealized appreciation in the value of Contributed Property, to the extent of any unamortized <FONT
STYLE="white-space:nowrap">Book-Tax</FONT> Disparity, using a rate of depreciation or amortization derived from the depreciation or amortization method and useful life applied to the unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT>
Disparity of the property, or treat that portion as <FONT STYLE="white-space:nowrap">non-amortizable</FONT> to the extent attributable to property which is not amortizable. This method is consistent with methods employed by other publicly traded
partnerships but is arguably inconsistent with Treasury Regulation <FONT STYLE="white-space:nowrap">Section&nbsp;1.167(c)-1(a)(6),</FONT> which is not expected to directly apply to a material portion of our assets. To the extent this
Section&nbsp;743(b) adjustment is attributable to appreciation in value in excess of the unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity, we will apply the rules described in the Treasury Regulations and legislative history.
If we determine that this position cannot reasonably be taken, we may take a depreciation or amortization position under which all purchasers acquiring common units in the same month would receive depreciation or amortization, whether attributable
to common basis or a Section&nbsp;743(b) adjustment, based upon the same applicable rate as if they had purchased a direct interest in our assets. This kind of aggregate approach may result in lower annual depreciation or amortization deductions
than would otherwise be allowable to some unitholders. Please read &#147;&#151;Uniformity of Common Units.&#148; A unitholder&#146;s tax basis for his common units is reduced by his share of our deductions (whether or not such deductions were
claimed on an individual&#146;s income tax return) so that any position we take that understates deductions will overstate the common unitholder&#146;s basis in his common units, which may cause the unitholder to understate gain or overstate loss on
any sale of such units. Please read &#147;&#151;Disposition of Common Units&#151;Recognition of Gain or Loss.&#148; The IRS may challenge our position with&nbsp;respect to depreciating or amortizing the Section&nbsp;743(b) adjustment we take to
preserve the uniformity of the common units. If such a challenge were sustained, the gain from the sale of common units might be increased without the benefit of additional deductions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A Section&nbsp;754 election is advantageous if the transferee&#146;s tax basis in his common units is higher than the units&#146; share of the
aggregate tax basis of our assets immediately prior to the transfer. In that case, as a result of the election, the transferee would have, among other items, a greater amount of depreciation deductions and his share of any gain or loss on a sale of
our assets would be less. Conversely, a Section&nbsp;754 election is disadvantageous if the transferee&#146;s tax basis in his common units is lower than those units&#146; share of the aggregate tax basis of our assets immediately prior to the
transfer. Thus, the fair market value of the common units may be affected either favorably or unfavorably by the election. A basis adjustment is required regardless of whether a Section&nbsp;754 election is made in the case of a transfer of an
interest in us if we have a substantial <FONT STYLE="white-space:nowrap">built-in</FONT> loss immediately after the transfer, or if we distribute property and have a substantial basis reduction. Generally a basis reduction or a <FONT
STYLE="white-space:nowrap">built-in</FONT> loss is substantial if it exceeds $250,000. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The calculations involved in the Section&nbsp;754
election are complex and will be made on the basis of assumptions as to the value of our assets and other matters. For example, the allocation of the Section&nbsp;743(b) adjustment among our assets must be made in accordance with the Internal
Revenue Code. The IRS could seek to reallocate some or all of any Section&nbsp;743(b) adjustment we allocated to our tangible assets to goodwill instead. Goodwill, as an intangible asset, is generally either
<FONT STYLE="white-space:nowrap">non-amortizable</FONT> or amortizable over a longer period of time or under a less accelerated method than our tangible assets. We cannot assure you that the determinations we make will not be successfully challenged
by the IRS and that the deductions resulting from them will not be reduced or disallowed altogether. Should the IRS require a different basis adjustment to be made, and should, in our opinion, the expense of compliance exceed the benefit of the
election, we may seek permission from the IRS to revoke our Section&nbsp;754 election. If permission is granted, a subsequent purchaser of common units may be allocated more income than he would have been allocated had the election not been revoked.
</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tax Treatment of Operations </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Accounting Method and Taxable Year</I>. We use the year ending December&nbsp;31 as our taxable year and the accrual method of accounting for
U.S. federal income tax purposes. Each unitholder will be required to include in income his share of our income, gain, loss and deduction for our taxable year or years ending within or with his taxable year. In addition, a unitholder who has a
taxable year different than our taxable year and who disposes of all of his common units following the close of our taxable year but before the close of his taxable year must include his share of our income, gain, loss and deduction in income for
his taxable year, with the result that he will be required to include in income for his taxable year his share of more than one year of our income, gain, loss and deduction. Please read &#147;&#151;Disposition of Common Units&#151;Allocations
Between Transferors and Transferees.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Tax Basis, Depreciation and Amortization</I>. We use the tax basis of our assets for
purposes of computing depreciation and cost recovery deductions and, ultimately, gain or loss on the disposition of these assets. The<I> </I>U.S. federal income tax burden associated with the difference between the fair market value of our assets
and their tax basis immediately prior to the time of an offering will be borne by our common unitholders immediately prior to the offering. Please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Allocation of Income, Gain, Loss and
Deduction.&#148; To the extent allowable, we may elect to use the depreciation and cost recovery methods, including bonus depreciation to the extent available, that will result in the largest deductions being taken in the early years after assets
subject to these allowances are placed in service. Property we subsequently acquire or construct may be depreciated using accelerated methods permitted by the Internal Revenue Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If we dispose of depreciable property by sale, foreclosure, or otherwise, all or a portion of any gain, determined by reference to the amount
of depreciation previously deducted and the nature of the property, may be subject to the recapture rules and taxed as ordinary income rather than capital gain. Similarly, a common unitholder who has taken cost recovery or depreciation deductions
with respect to property we own will likely be required to recapture some, or all, of those deductions as ordinary income upon a sale of his interest in us. Please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Allocation of Income,
Gain, Loss and Deduction,&#148; and &#147;&#151;Disposition of Common Units&#151;Recognition of Gain or Loss.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The costs incurred in
selling our common units (called &#147;syndication expenses&#148;) must be capitalized and cannot be deducted currently, ratably or upon our termination. There are uncertainties regarding the classification of costs as organization expenses, which
we may amortize, and as syndication expenses, which we may not be able to amortize. The underwriting discounts and commissions we incur will be treated as syndication expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Valuation and Tax Basis of Our Properties</I>. The U.S. federal income tax consequences of the ownership and disposition of common units
will depend in part on our estimates of the relative fair market values, and the tax bases, of our assets. Although we may from time to time consult with professional appraisers regarding valuation matters, we will make many of the relative fair
market value estimates ourselves. These estimates and determinations of basis are subject to challenge and will not be binding on the IRS or the courts. If the estimates of fair market value or basis are later found to be incorrect, the character
and amount of items of income, gain, loss or deductions previously reported by unitholders might change, and unitholders might be required to adjust their tax liability for prior years and incur interest and penalties with respect to those
adjustments. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Disposition of Common Units </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Recognition of Gain or Loss</I>. Gain or loss will be recognized on a sale of common units equal to the difference between the
unitholder&#146;s amount realized and the unitholder&#146;s tax basis for the common units sold. A unitholder&#146;s amount realized will be measured by the sum of the cash or the fair market value of other property received by him plus his share of
our nonrecourse liabilities attributable to the common units sold. Because the amount realized includes a unitholder&#146;s share of our nonrecourse liabilities, the gain recognized on the sale of common units could result in a tax liability in
excess of any cash received from the sale. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Prior distributions from us in excess of cumulative net taxable income for a common unit that
decreased a unitholder&#146;s tax basis in that common unit will, in effect, become taxable income if the common unit is sold at a price greater than the unitholder&#146;s tax basis in that common unit, even if the price received is less than his
original cost. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except as noted below, gain or loss recognized by a unitholder, other than a &#147;dealer&#148;
in common units, on the sale or exchange of a common unit will generally be taxable as capital gain or loss. Capital gain recognized by an individual on the sale of common units held more than 12 months will generally be taxed at the U.S. federal
income tax rate applicable to long-term capital gains. However, a portion of this gain or loss, which will likely be substantial, will be separately computed and taxed as ordinary income or loss under Section&nbsp;751 of the Internal Revenue Code to
the extent attributable to our Section 751 Assets, such as assets giving rise to depreciation recapture, our &#147;unrealized receivables&#148; or our &#147;inventory items&#148; regardless of whether such inventory item has substantially
appreciated in value. Ordinary income attributable to Section 751 Assets may exceed net taxable gain realized on the sale of a common unit and may be recognized even if there is a net taxable loss realized on the sale of a common unit. Thus, a
unitholder may recognize both ordinary income and a capital loss upon a sale of common units. Net capital losses may offset capital gains and no more than $3,000 of ordinary income each year in the case of individuals and may only be used to offset
capital gains in the case of corporations. Both ordinary income and capital gain recognized on the sale or exchange of units may be subject to the net investment income tax in certain circumstances. Please read &#147;&#151;Tax Consequences of Common
Unit Ownership&#151;Tax Rates.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of calculating gain or loss on the sale or exchange of a common unit, the
unitholder&#146;s adjusted tax basis will be adjusted by its allocable share of our income or loss in respect of its common unit for the year of the sale. Additionally, the IRS has ruled that a partner who acquires interests in a partnership in
separate transactions must combine those interests and maintain a single adjusted tax basis for all those interests. Upon a sale or other disposition of less than all of those interests, a portion of that tax basis must be allocated to the interests
sold using an &#147;equitable apportionment&#148; method, which generally means that the tax basis allocated to the interest sold equals an amount that bears the same relation to the partner&#146;s tax basis in his entire interest in the partnership
as the value of the interest sold bears to the value of the partner&#146;s entire interest in the partnership. Treasury Regulations under Section&nbsp;1223 of the Internal Revenue Code allow a selling unitholder who can identify common units
transferred with an ascertainable holding period to elect to use the actual holding period of the common units transferred. Thus, according to the ruling discussed above, a common unitholder will be unable to select high or low basis common units to
sell as would be the case with corporate stock, but, according to the Treasury Regulations, may designate specific common units sold for purposes of determining the holding period of common units transferred. A unitholder electing to use the actual
holding period of common units transferred must consistently use that identification method for all subsequent sales or exchanges of common units. A unitholder considering the purchase of additional common units or a sale of common units purchased
in separate transactions is urged to consult his tax advisor as to the possible consequences of this ruling and application of the Treasury Regulations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Specific provisions of the Internal Revenue Code affect the taxation of some financial products and securities, including partnership
interests, by treating a taxpayer as having sold an &#147;appreciated&#148; partnership interest, one in which gain would be recognized if it were sold, assigned or terminated at its fair market value, if the taxpayer or related persons enter(s)
into: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a short sale; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">an offsetting notional principal contract; or </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a futures or forward contract; </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">in each case, with respect to the partnership interest or substantially
identical property. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Moreover, if a taxpayer has previously entered into a short sale, an offsetting notional principal contract or a
futures or forward contract with respect to the partnership interest, the taxpayer will be treated as having sold that position if the taxpayer or a related person then acquires the partnership interest or substantially identical property. The
Secretary of the Treasury is also authorized to issue regulations that treat a taxpayer that enters into transactions or positions that have substantially the same effect as the preceding transactions as having constructively sold the financial
position. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Allocations Between Transferors and Transferees</I>. In general, our taxable income or loss will be determined annually,
will be prorated on a monthly basis and will be subsequently apportioned among the unitholders in proportion to the number of common units owned by each of them as of the opening of the applicable exchange on
</P>

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the first business day of the month, which we refer to in this prospectus as the &#147;Allocation Date.&#148; However, gain or loss realized on a sale or other disposition of our assets other
than in the ordinary course of business will be allocated among the unitholders on the Allocation Date in the month in which that gain or loss is recognized. As a result, a unitholder transferring common units may be allocated income, gain, loss and
deduction realized after the date of transfer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The U.S. Department of Treasury and the IRS have issued Treasury Regulations that permit
publicly traded partnerships to use a monthly simplifying convention similar to ours, but they do not specifically authorize all aspects of the proration method we have adopted. Accordingly, Sidley Austin LLP is unable to opine on the validity of
this method of allocating income and deductions between transferor and transferee unitholders. If the IRS determines that this method is not allowed under the Treasury Regulations, our taxable income or losses could be reallocated among our
unitholders. We are authorized to revise our method of allocation between transferor and transferee unitholders, as well as unitholders whose interests vary during a taxable year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A unitholder who owns common units at any time during a quarter and who disposes of them prior to the record date set for a cash distribution
for that quarter will be allocated items of our income, gain, loss and deductions attributable to that quarter through the month of disposition but will not be entitled to receive that cash distribution. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Notification Requirements</I>. A unitholder who sells any of his common units, other than through a broker, generally is required to notify
us in writing of that sale within 30 days after the sale (or, if earlier, January&nbsp;15 of the year following the sale). A purchaser of common units who purchases common units from another unitholder is also generally required to notify us in
writing of that purchase within 30 days after the purchase. Upon receiving such notification, we are required to notify the IRS of that transaction and to furnish specified information to the transferor and transferee. Failure to notify us of a
transfer of common units may, in some cases, lead to the imposition of penalties. However, these reporting requirements do not apply to a sale by an individual who is a citizen of the U.S. and who effects the sale or exchange through a broker who
will satisfy such requirements. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Uniformity of Common Units </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Because we cannot match transferors and transferees of common units, we must maintain uniformity of the economic and tax characteristics of the
common units to a purchaser of these units. In the absence of uniformity, we may be unable to completely comply with a number of U.S. federal income tax requirements, both statutory and regulatory. A lack of uniformity can result from a literal
application of Treasury Regulation <FONT STYLE="white-space:nowrap">Section&nbsp;1.167(c)-1(a)(6).</FONT> Any <FONT STYLE="white-space:nowrap">non-uniformity</FONT> could have a negative impact on the value of the common units. Please read
&#147;&#151;Tax Consequences of Common Unit Ownership&#151;Section&nbsp;754 Election.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We intend to depreciate the portion of a
Section&nbsp;743(b) adjustment attributable to unrealized appreciation in the value of Contributed Property, to the extent of any unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity, using a rate of depreciation or amortization
derived from the depreciation or amortization method and useful life applied to the unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity of that property, or treat that portion as nonamortizable, to the extent attributable to
property which is not amortizable, consistent with the Treasury Regulations under Section&nbsp;743 of the Internal Revenue Code, even though that position may be inconsistent with Treasury Regulation
<FONT STYLE="white-space:nowrap">Section&nbsp;1.167(c)-1(a)(6).</FONT> Please read &#147;&#151; Tax Consequences of Common Unit Ownership&#151;Section&nbsp;754 Election.&#148; To the extent that the Section&nbsp;743(b) adjustment is attributable to
appreciation in value in excess of the unamortized <FONT STYLE="white-space:nowrap">Book-Tax</FONT> Disparity, we will apply the rules described in the Treasury Regulations and legislative history. If we determine that this position cannot
reasonably be taken, we may adopt a depreciation and amortization position under which all purchasers acquiring common units in the same month would receive depreciation and amortization deductions, whether attributable to a common basis or
Section&nbsp;743(b) adjustment, based upon the same applicable methods and lives as if they had purchased a direct interest in our property. If this position is adopted, it may result in lower annual depreciation and amortization deductions than
would otherwise be allowable to some unitholders and risk the loss of depreciation and amortization deductions not taken in the year that these deductions are otherwise allowable. This position will not be adopted if we determine that the loss of
depreciation and amortization deductions will have a material adverse effect on the unitholders. If we choose not to utilize this aggregate method, we may use any other reasonable depreciation and amortization method to preserve the uniformity of
the intrinsic tax characteristics of any common units that would not have a material adverse effect on the unitholders. Sidley Austin LLP is unable to opine on the validity of any of these positions. The IRS may challenge any method of depreciating
the Section&nbsp;743(b) adjustment described in this paragraph. If this challenge were sustained, the uniformity of common units might be affected, and the gain </P>

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from the sale of common units might be increased without the benefit of additional deductions. We do not believe these allocations will affect any material items of income, gain, loss or
deduction. Please read &#147;&#151;Disposition of Common Units&#151;Recognition of Gain or Loss.&#148; </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">Tax-Exempt</FONT> Organizations and Other Investors </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Ownership of common units by employee benefit plans and other <FONT STYLE="white-space:nowrap">tax-exempt</FONT> organizations, as well as by <FONT
STYLE="white-space:nowrap">non-resident</FONT> alien individuals, <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporations, and other <FONT STYLE="white-space:nowrap">non-U.S.</FONT> persons (collectively,
<FONT STYLE="white-space:nowrap">&#147;Non-U.S.</FONT> Unitholders&#148;) raises issues unique to those investors and, as described below to a limited extent, may have substantially adverse tax consequences to them. Each prospective unitholder that
is a <FONT STYLE="white-space:nowrap">tax-exempt</FONT> entity or a <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder should consult its tax advisors before investing in our common units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Employee benefit plans and most other <FONT STYLE="white-space:nowrap">tax-exempt</FONT> organizations, including IRAs and other retirement
plans, are subject to U.S. federal income tax on unrelated business taxable income. Virtually all of our income allocated to a unitholder that is a <FONT STYLE="white-space:nowrap">tax-exempt</FONT> organization will be unrelated business taxable
income and will be taxable to it. Tax exempt unitholders with more than one unrelated trade or business (including by attribution from us) are required to separately compute their unrelated business taxable income with respect to each unrelated
trade or business. As a result, it may not be possible for <FONT STYLE="white-space:nowrap">tax-exempt</FONT> unitholders to utilize losses from an investment in us to offset unrelated business taxable income from another unrelated trade or business
and vice versa. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholders are taxed by the United States on income effectively
connected with a U.S. trade or business (&#147;effectively connected income&#148;) and on certain types of U.S.-source non-effectively connected income (such as dividends), unless exempted or further limited by an income tax treaty. Each Non-U.S.
Unitholder that owns common units will be considered to be engaged in a trade or business in the United States because of the ownership of common units. Furthermore, Non-U.S. Unitholders will be deemed to conduct such activities through a permanent
establishment in the United States within the meaning of an applicable tax treaty. As a consequence, they will be required to file U.S. federal tax returns to report their share of our income, gain, loss or deduction and pay U.S. federal income tax
at regular rates on their share of our net income or gain. Moreover, under rules applicable to publicly traded partnerships, our quarterly distribution to Non-U.S. Unitholders will be subject to withholding at the highest applicable effective tax
rate. Each <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder must obtain a taxpayer identification number from the IRS and submit that number to our transfer agent on a Form <FONT STYLE="white-space:nowrap">W-8BEN,</FONT> <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">W-8BEN-E</FONT></FONT> or applicable substitute form in order to obtain credit for these withholding taxes. A change in applicable law may require us to change these procedures. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, a <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder that is classified as a
<FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporation will be treated as engaged in a United States trade or business and may be subject to the U.S. branch profits tax at a rate of 30%, in addition to regular U.S. federal income tax, on its
share of our income and gain, as adjusted for changes in the <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporation&#146;s &#147;U.S. net equity,&#148; that is effectively connected with the conduct of a United States trade or business. That
tax may be reduced or eliminated by an income tax treaty between the United States and the country in which the <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporate unitholder is a &#147;qualified resident.&#148; In addition, this type of
unitholder is subject to special information reporting requirements under Section&nbsp;6038C of the Internal Revenue Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A <FONT
STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder who sells or otherwise disposes of a common unit will be subject to U.S. federal income tax on gain realized from the sale or disposition of that common unit to the extent the gain is effectively
connected with a U.S. trade or business of the <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder. Gain realized by a Non-U.S. Unitholder from the sale of its interest in a partnership that is engaged in a trade or business in the United
States will be considered to be &#147;effectively connected&#148; with a U.S. trade or business to the extent that gain that would be recognized upon a sale by the partnership of all of its assets would be &#147;effectively connected&#148; with a
U.S. trade or business. It is expected that, under this rule, all or substantially all of a <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder&#146;s gain from the sale or other disposition of our common units would be treated as
effectively connected with a unitholder&#146;s indirect U.S. trade or business constituted by its investment in us and would be subject to U.S. federal income tax. As a result of the effectively connected income rules described above, the exclusion
from U.S. taxation under the Foreign Investment in Real Property Tax Act for gain from the sale of partnership units regularly traded on an established securities market will not prevent a <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Unitholder
from being subject to U.S. federal income tax on gain from the sale or disposition of its common units. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under recently enacted tax law,
if a unitholder sells or otherwise disposes of a common unit, the transferee is required to withhold 10% of the amount realized by the transferor unless the transferor certifies that it is not a foreign person, and we are required to deduct and
withhold from the transferee amounts that should have been withheld by the transferee but were not withheld. Because the &#147;amount realized&#148; would include a unitholder&#146;s share of our nonrecourse liabilities, 10% of the amount realized
could exceed the total cash purchase price for the common units. However, the Department of the Treasury and the IRS have determined that this withholding requirement should not apply to any disposition of a publicly traded interest in a publicly
traded partnership (such as us) until Treasury Regulations or other guidance have been issued clarifying the application of this withholding requirement to dispositions of interests in publicly traded partnerships. Accordingly, while this new
withholding requirement does not currently apply to sales or dispositions of our common units, there can be no assurance that such requirement will not apply in the future. </P>

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<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Information Returns and Audit Procedures</I>. We intend to furnish to each unitholder, within 90 days after the close of each taxable year,
specific tax information, including a Schedule <FONT STYLE="white-space:nowrap">K-1,</FONT> which describes each unitholder&#146;s share of our income, gain, loss and deduction for our preceding taxable year. In preparing this information, which
will not be reviewed by counsel, we will take various accounting and reporting positions, some of which have been mentioned earlier, to determine each unitholder&#146;s share of income, gain, loss and deduction. We cannot assure you that those
positions will in all cases yield a result that conforms to the requirements of the Internal Revenue Code, Treasury Regulations or administrative interpretations of the IRS. The IRS may audit our U.S. federal income tax information returns. Neither
we nor Sidley Austin LLP can assure prospective unitholders that the IRS will not challenge the positions we adopt. Any challenge by the IRS could negatively affect the value of the common units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Partnerships generally are treated as separate entities for purposes of U.S. federal income tax audits, judicial review of administrative
adjustments by the IRS and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined in a partnership proceeding rather than in separate proceedings with the partners. Adjustments to items
of our income, gain, loss or deduction resulting from an IRS audit may require each unitholder to adjust a prior year&#146;s tax liability, and possibly may result in an audit of his return. Any audit of a unitholder&#146;s return could result in
adjustments not related to our returns as well as those related to our returns. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the Bipartisan Budget Act of 2015, for
taxable years beginning after December&nbsp;31, 2017, if the IRS makes audit adjustments to our income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly
from us, unless we elect to have our unitholders and former unitholders take any audit adjustment into account in accordance with their interest in us during the taxable year under audit. Similarly, for such taxable years, if the IRS makes audit
adjustments to income tax returns filed by an entity in which we are a member or partner, it may assess and collect any taxes (including penalties and interest) resulting from such audit adjustment directly from such entity. Generally, we expect to
elect to have our unitholders and former unitholders take any such audit adjustment into account in accordance with their interests in us during the taxable year under audit, but there can be no assurance that such election will be effective in all
circumstances. If, we are unable or if it is not economical to have our unitholders and former unitholders take such an audit adjustment into account in accordance with their interests in us during the taxable year under audit, our then current
unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such unitholders did not own our common units during the taxable year under audit. If, as a result of any such audit adjustment, we are required to
make payments of taxes, penalties and interest, our cash available for distribution to our unitholders might be substantially reduced. Congress has proposed changes to the Bipartisan Budget Act, and we anticipate that amendments may be made.
Accordingly, the manner in which these rules may apply to us in the future is uncertain. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Additionally, for taxable years beginning after
December&nbsp;31, 2017, we will be required to designate a partner, or other person, with a substantial presence in the United States as the partnership representative (&#147;Partnership Representative&#148;). The Partnership Representative will
have the sole authority to act on our behalf for purposes of, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by the IRS. If we do not make such a designation, the IRS can select any person as the
Partnership Representative. Our partnership agreement designates our general partner as our Partnership Representative. Further, </P>

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any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by
the IRS, will be binding on us and all of our unitholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Additional Withholding Requirements.</I> Withholding taxes may apply to
certain types of payments made to &#147;foreign financial institutions&#148; (as specially defined in the Internal Revenue Code) and certain other foreign entities. Specifically, a 30% withholding tax may be imposed on interest, dividends and other
fixed or determinable annual or periodical gains, profits and income from sources within the United States (&#147;FDAP Income&#148;), or gross proceeds from the sale or other disposition of any property of a type that can produce interest or
dividends from sources within the United States (&#147;Gross Proceeds&#148;) paid to a foreign financial institution or to a <FONT STYLE="white-space:nowrap">&#147;non-financial</FONT> foreign entity&#148; (as specially defined in the Internal
Revenue Code), unless (i)&nbsp;the foreign financial institution undertakes certain diligence and reporting, (ii)&nbsp;the <FONT STYLE="white-space:nowrap">non-financial</FONT> foreign entity either certifies it does not have any substantial U.S.
owners or furnishes identifying information regarding each substantial U.S. owner or (iii)&nbsp;the foreign financial institution or <FONT STYLE="white-space:nowrap">non-financial</FONT> foreign entity otherwise qualifies for an exemption from these
rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (i)&nbsp;above, it must enter into an agreement with the U.S. Department of Treasury requiring, among other things, that it
undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to noncompliant foreign financial institutions and certain other
account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these requirements may be subject to different rules. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">These rules generally apply to payments of FDAP Income currently and generally will apply to payments of relevant Gross Proceeds made on or
after January&nbsp;1, 2019. Thus, to the extent we have FDAP Income or have Gross Proceeds on or after January&nbsp;1, 2019, that are not treated as effectively connected with a U.S. trade or business (please read
<FONT STYLE="white-space:nowrap">&#147;&#151;Tax-Exempt</FONT> Organizations and Other Investors&#148;), unitholders who are foreign financial institutions or certain other foreign entities, or persons that hold their common units through such
foreign entities, may be subject to withholding on distributions they receive from us, or their distributive share of our income, pursuant to the rules described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Prospective common unitholders should consult their own tax advisors regarding the potential application of these withholding provisions to
their investment in our common units. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Nominee Reporting</I>. Persons who hold an interest in us as a nominee for another person are
required to furnish the following information to us: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the name, address and taxpayer identification number of the beneficial owner and the nominee; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a statement regarding whether the beneficial owner is </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a person that is not a U.S. person, </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a foreign government, an international organization or any wholly-owned agency or instrumentality of either of the foregoing, or </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">a <FONT STYLE="white-space:nowrap">tax-exempt</FONT> entity; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the amount and description of common units held, acquired or transferred for the beneficial owner; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales. </TD></TR></TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Brokers and financial institutions are required to furnish additional information, including
whether they are United States persons and specific information on common units they acquire, hold or transfer for their own account. A penalty of $270 per failure, up to a maximum of $3,282,500 per calendar year, is imposed by the Internal Revenue
Code for failure to report that information to us. The nominee is required to supply the beneficial owner of the common units with the information furnished to us. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Accuracy-Related Penalties</I>. An additional tax equal to 20% of the amount of any portion of an underpayment of tax that is attributable
to one or more specified causes, including negligence or disregard of rules or regulations, substantial understatements of income tax and substantial valuation misstatements, is imposed by the Internal Revenue Code. No penalty will be imposed,
however, for any portion of an underpayment if it is shown that there was a reasonable cause for the underpayment of that portion and that the taxpayer acted in good faith regarding the underpayment of that portion. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For individuals, a substantial understatement of income tax in any taxable year exists if the amount of the understatement exceeds the greater
of 10% of the tax required to be shown on the return for the taxable year or $5,000. The amount of any understatement subject to penalty generally is reduced if any portion is attributable to a position adopted on the return: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">for which there is, or was, &#147;substantial authority,&#148; or </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">as to which there is a reasonable basis if the pertinent facts of that position are adequately disclosed on the return. </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any item of income, gain, loss or deduction included in the distributive shares of unitholders might result in that kind of an
&#147;understatement&#148; of income for which no &#147;substantial authority&#148; exists, we must disclose the pertinent facts on our return. In addition, we will make a reasonable effort to furnish sufficient information for unitholders to make
adequate disclosure on their returns and to take other actions as may be appropriate to permit unitholders to avoid liability for this penalty. More stringent rules apply to &#147;tax shelters,&#148; which we do not believe includes us. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A substantial valuation misstatement exists if (i)&nbsp;the value of any property, or the adjusted basis of any property, claimed on a tax
return is 150% or more of the amount determined to be the correct amount of the valuation or adjusted basis, (ii)&nbsp;the price for any property or services (or for the use of property) claimed on any such return with respect to any transaction
between persons described in Internal Revenue Code Section&nbsp;482 is 200% or more (or 50% or less) of the amount determined under Section&nbsp;482 to be the correct amount of such price, or (iii)&nbsp;the net Internal Revenue Code Section&nbsp;482
transfer price adjustment for the taxable year exceeds the lesser of $5&nbsp;million or 10% of the taxpayer&#146;s gross receipts. No penalty is imposed unless the portion of the underpayment attributable to a substantial valuation misstatement
exceeds $5,000 ($10,000 for most corporations). If the valuation claimed on a return is 200% or more than the correct valuation, the penalty imposed increases to 40%. We do not anticipate making any valuation misstatements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, the 20% accuracy-related penalty also applies to any portion of an underpayment of tax that is attributable to transactions
lacking economic substance. To the extent that such transactions are not disclosed, the penalty imposed is increased to 40%. Additionally, there is no reasonable cause defense to the imposition of this penalty to such transactions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Reportable Transactions. </I>If we were to engage in a &#147;reportable transaction,&#148; we (and possibly the unitholders and others)
would be required to make a detailed disclosure of the transaction to the IRS. A transaction may be a reportable transaction based upon any of several factors, including the fact that it is a type of tax avoidance transaction publicly identified by
the IRS as a &#147;listed transaction&#148; or that it produces certain kinds of losses in excess of $2&nbsp;million in any single year, or $4&nbsp;million in any combination of six successive taxable years. Our participation in a reportable
transaction could increase the likelihood that our U.S. federal income tax information return (and possibly your tax return) would be audited by the IRS. Please read &#147;&#151;Information Returns and Audit Procedures&#148; above. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Moreover, if we were to participate in a reportable transaction with a significant purpose to
avoid or evade tax, or in any listed transaction, you may be subject to the following additional consequences: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">accuracy-related penalties with a broader scope, significantly narrower exceptions, and potentially greater amounts than described above at &#147; &#151;Accuracy-Related Penalties,&#148; </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">for those persons otherwise entitled to deduct interest on federal tax deficiencies, nondeductibility of interest on any resulting tax liability, and </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">in the case of a listed transaction, an extended statute of limitations. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We do not expect to
engage in any &#147;reportable transactions.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Registration as a Tax Shelter</I>. We registered as a &#147;tax shelter&#148; under
the law in effect at the time of our initial public offering and were assigned a tax shelter registration number. Issuance of a tax shelter registration number to us does not indicate that investment in us or the claimed tax benefits have been
reviewed, examined or approved by the IRS. The American Jobs Creation Act of 2004 repealed the tax shelter registration rules and replaced them with the reporting regime described above at &#147;&#151;Reportable Transactions.&#148; The term
&#147;tax shelter&#148; has a different meaning for this purpose than under the penalty rules described above at &#147;&#151;Accuracy-Related Penalties.&#148; </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Recent Legislative Developments </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The
present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial interpretation at any time. For example, from time to time,
members of Congress and the President propose and consider substantive changes to the existing U.S. federal income tax laws that affect the tax treatment of publicly traded partnerships and our common unitholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">On December&nbsp;22, 2017, the President signed into law comprehensive U.S. federal tax reform legislation that significantly reforms the
Internal Revenue Code. This legislation, among other things, contains significant changes to the taxation of our operations and an investment in our common units, including a partial limitation on the deductibility of certain business interest
expenses, a deduction for our common unitholders relating to certain income from partnerships, immediate deductions for certain new investments instead of deductions for depreciation over time and the modification or repeal of many business
deductions and credits. We continue to examine the impact of this tax reform legislation, and as its overall impact on us or an investment in our common units is uncertain, we note that this tax reform legislation could adversely affect the value of
an investment in our common units. Prospective common unitholders are urged to consult their tax advisors regarding the impact of this tax reform legislation on an investment in our common units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Additional modifications to the U.S. federal income tax laws and interpretations thereof may or may not be retroactively applied and could
make it more difficult or impossible to meet the exception for us to be treated as a partnership for U.S. federal income tax purposes. Please read &#147;&#151;Partnership Status.&#148; We are unable to predict whether any such changes will
ultimately be enacted. However, it is possible that a change in law could affect us, and any such changes could negatively impact the value of an investment in our common units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">In addition, at the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the
imposition of state income, franchise, or other forms of taxation. Imposition of a similar tax on us in the jurisdictions in which we operate or in other jurisdictions to which we may expand could substantially reduce our cash available for
distribution to our unitholders. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>State, Local, <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> and Other Tax Considerations </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition to U.S. federal income taxes, a unitholder likely will be subject to other taxes, such as state, local and <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> income taxes, unincorporated business taxes, and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which, we do business or own property or in which a unitholder is
a resident. Although an analysis of those various taxes is not presented here, each prospective unitholder should consider their potential impact on his investment in us. We currently own property or do business in a substantial number of states,
virtually all of which impose tax obligations on nonresident partners receiving a distributive share of state &#147;sourced&#148; income. We may also own property or do business in other states in the future. Although a unitholder may not be
required to file a return and pay taxes in some states because its income from that state falls below the filing and payment requirement, a unitholder will be required to file income tax returns and to pay income taxes in some or all of the
jurisdictions in which we do business or own property and may be subject to penalties for failure to comply with those requirements. In some jurisdictions, tax losses may not produce a tax benefit in the year incurred and also may not be available
to offset income in subsequent taxable years. Some of the jurisdictions may require us, or we </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
may elect, to withhold a percentage of income from amounts to be distributed to a unitholder who is not a resident of the jurisdiction. Withholding, the amount of which may be greater or less
than a particular unitholder&#146;s income tax liability to the jurisdiction, generally does not relieve a nonresident unitholder from the obligation to file an income tax return. Amounts withheld will be treated as if distributed to unitholders for
purposes of determining the amounts distributed by us. Please read &#147;&#151;Tax Consequences of Common Unit Ownership&#151;Entity-Level Collections.&#148; Based on current law and our estimate of future operations, any amounts required to be
withheld are not contemplated to be material. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>It is the responsibility of each unitholder to investigate the legal and tax
consequences, under the laws of pertinent jurisdictions, of his investment in us. Accordingly, each prospective unitholder is urged to consult, and depend on, his own tax counsel or other advisor with regard to those matters. Further, it is the
responsibility of each unitholder to file all state, local, and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> as well as U.S. federal tax returns, that may be required of him. Sidley Austin LLP has not rendered an opinion on the state, local,
alternative minimum tax or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> tax consequences of an investment in us. </I></P>
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end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
