Common use of Ownership of the Sponsor Units Clause in Contracts

Ownership of the Sponsor Units. Immediately prior to the purchase by the Underwriters of any Units pursuant to this Agreement, after giving effect to the Transactions, there will be 5,365,275 common units and 11,513,625 subordinated units outstanding, of which Holdings will own 5,696,752 common units and 11,513,625 subordinated units and the Private Investors will own 816,873 common units (such common units and subordinated units being collectively referred to herein as the “Sponsor Units”) and the General Partner will own all of the Incentive Distribution Rights (as defined in the Partnership Agreement). All of the Sponsor Units and the limited partner interests represented thereby and the Incentive Distribution Rights will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and as otherwise described in the Prospectus under the caption “The Partnership Agreement—Limited Liability”). All of the Sponsor Units owned by Holdings and the Private Investors and the Incentive Distribution Rights owned by the General Partner will be owned free and clear of all Liens (except with respect to the restrictions on transferability contained in Section 4.7 and 4.8 of the Partnership Agreement and as otherwise described in the Prospectus).

Ownership of the Sponsor Units. Immediately prior to the purchase by the Underwriters of any Units pursuant to this Agreement, after giving effect to the Transactions, there will be 5,365,275 common units outstanding 81,116,978 Common Units and 11,513,625 subordinated units outstanding4,371,586 Series A Cumulative Convertible Preferred Units (“Series A Units”), which Series A Units are convertible into Common Units on or after March 2, 2010 at an initial conversion price of which Holdings will $18.30 per unit, subject to adjustment. To the knowledge of the Regency Parties, the GE Investors own 5,696,752 common units and 11,513,625 subordinated units and the Private Investors will own 816,873 common units 24,679,577 Common Units (such common units and subordinated units being collectively referred to herein as the “Sponsor Units”) and the General Partner will own all of the Incentive Distribution Rights (as defined in the Partnership Agreement)no Series A Units. All of the Sponsor Units and the limited partner interests represented thereby and the Incentive Distribution Rights will be are duly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and as otherwise described in the Prospectus under the caption “The Partnership Agreement—— Limited Liability” and in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2008 under Item 1A “Risk Factors — Risks Related to Our Structure”). All of the Sponsor Units owned by Holdings and the Private Investors , and the Incentive Distribution Rights owned by the General Partner will be are owned free and clear of all Liens liens, encumbrances (except with respect to the restrictions on transferability contained in Section 4.7 and 4.8 of the Partnership Agreement and as otherwise described in the Prospectus), security interests, equities, charges or claims.

Ownership of the Sponsor Units. Immediately prior to the purchase by the Underwriters of any Units pursuant to this Agreement, after giving effect to the Transactions, there will be 5,365,275 common units 28,927,212 Common Units and 11,513,625 subordinated units 19,103,896 Subordinated Units outstanding. To the knowledge of the Regency Parties, the GE Investors own no Common Units. The Subordinated Units consist of which Holdings will own 5,696,752 common units 17,763,809 Subordinated Units owned by Regency LP Acquirer LP (the “LP Acquirer”), a Delaware limited partnership and 11,513,625 subordinated units wholly-owned subsidiary of GE EFS, 1,116,509 Subordinated Units owned by members of GP LLC’s management and the Private Investors will own 816,873 common units 223,578 Subordinated Units held by two other individuals (such common units and subordinated units being collectively referred to herein as together, the “Sponsor Units”) and the General Partner will own all of the Incentive Distribution Rights (as defined in the Partnership Agreement). All of the Sponsor Units and the limited partner interests represented thereby and the Incentive Distribution Rights will be are duly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and as otherwise described in the Prospectus under the caption captions “The Material Provisions of the Partnership Agreement—Agreement of Regency Energy Partners LP — Limited Liability” and “Risk Factors — Risks Related to Our Structure”). All of the Sponsor Units owned by Holdings and the Private Investors , and the Incentive Distribution Rights owned by the General Partner will be are owned free and clear of all Liens liens, encumbrances (except with respect to the restrictions on transferability contained in Section 4.7 and 4.8 of the Partnership Agreement and as otherwise described in the Prospectus), security interests, equities, charges or claims.

Ownership of the Sponsor Units. Immediately prior to the purchase by the Underwriters of any Units pursuant to this Agreement, after giving effect to the Transactions, there will be 5,365,275 8,191,495 common units and 11,513,625 20,691,495 subordinated units outstanding, of which Holdings will own 5,696,752 3,459,236 common units and 11,513,625 20,691,495 subordinated units and the Private Investors will own 816,873 common units (such common units and subordinated units being collectively referred to herein as the “Sponsor Units”) and the General Partner will own all of the Incentive Distribution Rights (as defined in the Partnership Agreement). All of the Sponsor Units and the limited partner interests represented thereby and the Incentive Distribution Rights will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and as otherwise described in the Prospectus under the caption “The Partnership Agreement—Limited Liability”). All of the Sponsor Units owned by Holdings and the Private Investors and the Incentive Distribution Rights owned by the General Partner will be owned free and clear of all Liens (except with respect to the restrictions on transferability contained in Section 4.7 and 4.8 of the Partnership Agreement and as otherwise described in the Prospectus).

Ownership of the Sponsor Units. Immediately prior to the purchase by the Underwriters of any Units pursuant to this Agreement, after giving effect to the Transactions, there will be 5,365,275 [___] common units and 11,513,625 [___] subordinated units outstanding, of which Holdings will own 5,696,752 common units and 11,513,625 subordinated units and the Private Investors will own 816,873 common units outstanding (such common units and subordinated units being collectively referred to herein as the “Sponsor Units”) ), of which Holdings will own [ ] common units and [___] subordinated units and the General Partner will own all of the Incentive Distribution Rights (as defined in the Partnership Agreement). All of the Sponsor Units and the limited partner interests represented thereby and the Incentive Distribution Rights will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and as otherwise described in the Prospectus under the caption “The Partnership Agreement—Limited Liability”). All of the Sponsor Units owned by Holdings and the Private Investors and the Incentive Distribution Rights owned by the General Partner will be owned free and clear of all Liens (except with respect to the restrictions on transferability contained in Section 4.7 and 4.8 of the Partnership Agreement and as otherwise described in the Prospectus).