Common use of Participation Clause in Contracts

Participation. If BreitBurn proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn the Company at any time proposes to file a prospectus supplement Registration Statement with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than pursuant to (i) a Registration Statement filed under Section 2.01 or Section 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2.01 or Section 2.02 or otherwise limit the applicability thereof, except as otherwise provided herein, (ii) a Registration Statement on Form S-4 or Form S-8, (iii) a Registration of securities solely (a) relating to an effective shelf registration statementoffering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other than the Registration Statement contemplated by Section 2.1 of this Agreement, employee benefit plan arrangement or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, (b) solely for the sale of Common Units in securities, the proceeds of which will be used solely to fund an Underwritten Offering for acquisition, (iv) a Registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own account securities for other securities, (v) a Registration Statement relating solely to dividend reinvestment or similar plans or (vi) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or another PersonRegulation S (or any successor provisions) of the Securities Act may resell such debt securities and sell the Company Shares into which such debt securities may be converted or exchanged) (any such offering, then other than pursuant to a Registration described in the foregoing clauses (i)-(vi), a “Company Public Sale”), then, (A) as soon as practicable (but not in no event less than three Business Days fifteen (15) days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under Registration Statement), the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders all Holders, and such notice shall offer the Holders each Holder the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting delivered to the Company within five (5) Business Days of delivery of such written notice by the Company. Subject to Section 2.03(b), the Company shall use reasonable best efforts to include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “Piggyback Registration”); provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any equity securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingPiggyback Registration, BreitBurn the Company shall determine for any reason not to undertake Register or to delay Registration of the equity securities covered by such Underwritten OfferingPiggyback Registration, BreitBurn may, at its election, the Company shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (y2) in the case of a determination to delay such Underwritten OfferingRegistering, shall be permitted to delay offering Registering any Included Registrable Securities Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b). Any Selling If the offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such Selling Holder’s Registrable Securities arrangements so that each such Holder may, participate in such offering by giving written notice on such basis, subject to BreitBurn the conditions of Section 2.03(b). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeRegistration Statement.

Participation. If BreitBurn the Company proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Class A Common Units in an Underwritten Offering Shares for its own account and/or another Personfor the account of any other Persons (other than a Registration (i) under Section 2.01 hereof, then as soon as practicable but not less than three Business Days prior (ii) pursuant to the filing of a Registration Statement on Form S-8 (x) any preliminary prospectus supplement or other registration solely relating to such Underwritten Offering an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 424(b) 145 under the Securities Act, (yiii) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(bany form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) under the Securities Act (if no preliminary prospectus supplement is used) in connection with any dividend reinvestment or similar plan or (zv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such registration statemententity or any similar transaction), then, as soon as practicable (but in no event less than 15 days prior to the case may beproposed date of filing such Registration Statement), then BreitBurn the Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each Holder, and such notice shall offer the such Holders the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within 12 days after the receipt of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. Ifif, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities pursuant to this Section 2.01(a) and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn the Company shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders each such Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration and shall have no liability to any Holder in connection with such termination, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01, and (yii) in the case of a determination to delay such Underwritten OfferingRegistration, shall be permitted to delay offering Registering any Included Registrable Securities for the same period as the delay in Registering such other Class A Common Shares. No Registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. Any Selling If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Selling Holder’s Registrable Securities Holder may, participate in such offering by giving written notice to BreitBurn of on such withdrawal up to and including basis. If the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on Company files a Shelf Registration for its own account and/or for the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn account of any proposed Underwritten Offering; provided other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Holder Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later revoke any such noticetime through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If BreitBurn at any time the Company proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement2.01, or BreitBurn proposes to file (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn the Company shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof 3.01 and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn the Company of such withdrawal up to and including the time of pricing of such offering. Each No Holder’s rights under this Section 2.2(a2.02(a) shall terminate apply at any time when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million 5,000,000 of Purchased Common Units, based on the Commitment AmountsCommon Unit Price. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn the Company requesting that such Holder not receive notice from BreitBurn the Company of any proposed Underwritten Offering; provided provided, that such Holder may later revoke any such notice.

Participation. If BreitBurn proposes (i) Any Lender may, without the consent of the Parent Borrower, the Administrative Agent or any Issuing Lender, sell participations to file a prospectus supplement to an effective shelf registration statement, one or more banks or other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes to file a registration statement, entities (other than a shelf registration statementnatural person (or a holding company, in either caseinvestment vehicle or trust for, or owned and operated for the sale primary benefit of Common Units a natural Person) or the Parent Borrower or any of its Subsidiaries or Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such participation shall be in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but amount not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act$5,000,000, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (zii) such registration statement, as the case may be, then BreitBurn shall give notice Lender’s obligations (including, but not limited towithout limitation, notification by electronic mailits Commitment) under this Agreement shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such proposed Underwritten Offering obligations and (iv) the Parent Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the Holders sole right to enforce this Agreement and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number approve any amendment, modification or waiver of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) any provision of this Agreement; providedprovided that such agreement may provide that such Lender will not, furtherwithout the consent of the Participant, agree to any amendment, modification or waiver that BreitBurn shall not be obligated (A) requires the consent of each Lender directly affected thereby pursuant to include any Registrable Securities in any Underwritten Offering unless clauses (i), (ii), (iii) or (iv) of the Holders request inclusion first proviso to the first sentence of at least $5 million of Registrable Securities in Section 13.9 and (B) directly affects such offeringParticipant. The notice required Subject to be provided in this Section 2.2(a) to Holders 13.7(c)(ii), the Parent Borrower agrees that each Participant shall be provided on entitled to the benefits and subject to the requirements of Section 4.7, Section 4.8, Section 4.9, Section 4.10(a), Section 4.10(c) or Section 13.2 to the same extent as if it were a Business Day Lender and had acquired its interest by assignment pursuant to Section 3.1 hereof and receipt of such notice 13.7(b). To the extent permitted by Applicable Law, each Participant also shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior entitled to the closing benefits of such Underwritten Offering, BreitBurn shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of Section 13.22 as though it were a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten OfferingLender; provided that such Holder may later revoke Participant agrees to be subject to Section 4.5 as though it were a Lender. (ii) No Participant shall be entitled to receive any greater payment under Section 4.7, Section 4.8, Section 4.9, Section 4.10(a) or Section 4.10(c) than the applicable participating Lender would have been entitled to receive with respect to the participation sold to such noticeParticipant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. No Participant shall be entitled to the benefits of Section 4.10(a) or Section 4.10(c) unless such Participant complies with Section 4.10(f) and Section 4.10(g) (it being understood that the documentation required under Section 4.10(f) and Section 4.10(g) shall be delivered to the participating Lender). (iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Parent Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participation. If BreitBurn the Company proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering its ordinary shares for its own account and/or another Personfor the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, then as soon as practicable but not less than three Business Days prior to the filing of (xii) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 424(b) 145 under the Securities Act, (yiii) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(bany form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) under in connection with any dividend reinvestment or similar plan, (v) for the Securities Act (if no preliminary prospectus supplement is used) sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (zvi) such registration statementin which the only ordinary shares being Registered are ordinary shares of the Company issuable upon conversion of debt securities that are also being Registered) (a “Company Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the case may beproposed date of filing such Registration Statement), then BreitBurn the Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each Holder, and such notice shall offer the such Holders the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), the Company shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. Ifif, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn the Company shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders each such Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay such Underwritten OfferingRegistration, shall be permitted to delay offering Registering any Included Registrable Securities for the same period as the delay in Registering such other securities of the Company. No Registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering. Any Selling , then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice a Piggyback Registration pursuant to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall, and the Company shall terminate when use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder (together with may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any Affiliates or swap counterparties of such Holderother basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) holds less than $10 million of Purchased Unitsshall, based on and the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) Company shall use reasonable best efforts to BreitBurn requesting coordinate arrangements so that each such Holder may, participate in such offering on such basis. The Company’s filing of a Shelf Registration shall not receive notice from BreitBurn be deemed to be a Company Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of the Company’s ordinary shares for its own account and/or for the account of any proposed Underwritten Offeringother Persons will be a Company Public Sale unless such offering qualifies for an exemption from Company Public Sale definition in this Section 2.2(a); provided provided, further that if the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Holder Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later revoke any such noticetime through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If BreitBurn at any time Regency proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.1 of this Agreement2.01, or BreitBurn proposes to file (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act), (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn then, Regency shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that that, if BreitBurn Regency has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten OfferingUnits, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be promptly confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities (x) in the Underwritten Offeringcase of Regency filing a prospectus supplement, except that such Holder shall have one Business Day and (y) in the case of Regency filing a registration statement, other than a shelf registration statement, five Business Days; after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedOffering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn Regency shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn Regency may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn Regency of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a2.02(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 15 million of Purchased Units, (based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”Purchase Price of Registrable Securities) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticePurchased Class C Units.

Participation. If BreitBurn the Company at any time after the IPO proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering Company Shares for its own account and/or another Personor for the account of any other Persons (other than (i) a Registration under Section 3.01 or Section 3.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 3.01 or Section 3.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (iii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “Company Public Sale”), then, (A) as soon as practicable (but not in no event less than three Business Days 60 days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under Registration Statement), the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to Investor Holdco and all Demand Parties and shall offer Investor Holdco and all Demand Parties the opportunity to Register under such Registration Statement such number of Registrable Securities as Investor Holdco and such Demand Parties may request in writing (provided that the number of Registrable Securities Registered by Investor Holdco pursuant to this section Section 3.03(a) shall be pro rata among members of Investor Holdco based on the Registrable Securities beneficially owned by each such member of Investor Holdco, unless such member of Investor Holdco otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03) delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 3.03(c), as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the remaining Holders , and such notice shall offer the Holders each such Holder the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting within ten (10) days of delivery of such written notice by the Company. Subject to Section 3.03(b) and (c), the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “Piggyback Registration”); provided, however, provided that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any equity securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingPiggyback Registration, BreitBurn the Company shall determine for any reason not to undertake Register or to delay Registration of the equity securities covered by such Underwritten OfferingPiggyback Registration, BreitBurn may, at its election, the Company shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of a Demand Party, to request that such Registration be effected as a Demand Registration under Section 3.01, and (y2) in the case of a determination to delay Registering, in the absence of a request by a Demand Party, that such Underwritten OfferingRegistration be effected as a Demand Registration under Section 3.01, shall be permitted to delay offering Registering any Included Registrable Securities Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 3.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 3.03(b) and (c). Any Selling If the offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 3.03(a), and each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice a Piggyback Registration pursuant to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a3.03(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Unitsmust, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.and the

Participation. If BreitBurn the Partnership proposes to file (i) a registration statement or (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.1 and Holders may be included in the offering to which such prospectus supplement relates without the filing of this Agreement, or BreitBurn proposes a post-effective amendment to file a registration statement, other than a shelf registration statementsuch Shelf Registration Statement, in either each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Partnership to prepare the filing of (x) any preliminary prospectus supplement relating documents to be used in connection with such Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Partnership shall give notice (including, but not limited to, notification which may be given by electronic mail) of such proposed Underwritten Offering to the Holders each Holder holding at least one million Registrable Securities (subject to adjustment in accordance with Section 3.04) and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities that are Fungible Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided2.03(b). Subject to Section 2.03(b), further, that BreitBurn the Partnership shall not be obligated to include any in such Underwritten Offering all included Registrable Securities in any Underwritten Offering unless that are Fungible Securities with respect to which the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(aPartnership has received requests within two (2) to Holders shall be provided on a Business Days (or one (1) Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of connection with a “bought deal” or an “overnight transactionovernight” where no preliminary prospectus is usedUnderwritten Offering) after the Partnership’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Partnership of such withdrawal up at or prior to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn ETE at any time proposes to file a registration statement or a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes statement with respect to file a registration statement, other than a shelf registration statement, in either case, for the sale an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering for its own account and/or another Personother than (x) a registration relating solely to employee benefit plans, then (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, then, as soon as practicable but not less than three Business Days prior following the engagement of counsel to ETE to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under the Securities ActOffering, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn ETE shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”); provided, however, that ETE shall not be required to offer such opportunity to Holders if BreitBurn ETE has been advised by the a Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units Units. Subject to the preceding sentence and subject to Section 2.02(b), ETE shall include in the such Underwritten Offering, then the amount of Offering all such Registrable Securities (“Included Registrable Securities”) with respect to be offered for the accounts of Holders shall be determined based on the provisions of which ETE has received requests within ten days after ETE’s notice has been delivered in accordance with Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used7.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn ETE shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn ETE may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn ETE of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn ETE requesting that such Holder not receive notice from BreitBurn ETE of any proposed Underwritten Offering; provided provided, that such Holder may later revoke any such notice.

Participation. If BreitBurn the Company proposes to file a prospectus supplement Registration Statement, at any time beginning on the Closing Date until the end of the Registration Term, with respect to an effective shelf registration statementshares of Common Stock for its own account, for sale to the public, or to register shares of Common Stock for stockholders of the Company other than the Registration Statement contemplated by Section 2.1 Holders, in each case in connection with the public offering of this Agreement, or BreitBurn proposes to file a registration statement, such shares solely for cash and other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement a registration on Form S-8 relating solely to such Underwritten Offering pursuant employee benefit plans, (y) a registration relating solely to a transaction contemplated by Rule 424(b) 145 under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such a registration statement, on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement covering the case may besale of Registrable Securities, then BreitBurn the Company shall give prompt notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering registration to the Holders each Holder and such notice shall offer each Holder (or any Holder who is not participating in the Holders proposed Registration Statement) the opportunity to include in such Underwritten Offering registration such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have writing (a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering“Piggyback Registration”). The notice required to be provided in this Section 2.2(a) 2.2.1 to Holders each Holder shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder5. Each such Holder shall then have three Business Days after receiving such notice fifteen (15) days to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedregistration. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering a registration and prior to the closing of such Underwritten Offeringregistration, BreitBurn the Company shall determine for any reason not to undertake or to delay such Underwritten Offeringregistration, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offeringregistration, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offeringregistration, and (y) in the case of a determination to delay such Underwritten Offeringregistration, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offeringregistration. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn the Company of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2.1 of this Agreement. The Company shall have no obligation under this Section 2.2(a) shall terminate when such Holder (together with 2.2 to make any Affiliates offering of its shares of Common Stock or swap counterparties to complete an offering of such Holder) holds less than $10 million its shares of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) Common Stock that it proposes to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticemake.

Participation. If BreitBurn the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 2.01(a) and Holders may be included without the filing of this Agreement, a post-effective amendment thereto or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statement, in either each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Partnership to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $5.0 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The Any notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed by such the Holder. Each such Holder shall then have three two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders andHolders, and (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Any Holder may deliver written notice (an “Opt Opt-Out Notice”) to BreitBurn the Partnership requesting that such Holder not receive notice from BreitBurn the Partnership of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such noticeOpt-Out Notice in writing (which Opt-Out Notice shall be effective as to an Underwritten Offering provided the Partnership received such Opt-Out Notice at least ten (10) Business Days prior to the day of pricing of such Underwritten Offering (or two (2) Business Days prior to the day of pricing in the case of an overnight or bought Underwritten Offering). Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. If BreitBurn Envista proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Envista Common Units in an Underwritten Offering Stock for its own account and/or another Personfor the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, then as soon as practicable but not less than three Business Days prior to the filing of (xii) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 424(b) 145 under the Securities Act, (yiii) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(bany form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) under in connection with any dividend reinvestment or similar plan, (v) for the Securities Act (if no preliminary prospectus supplement is used) sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (zvi) such registration statementin which the only Envista Common Stock being Registered is Envista Common Stock issuable upon conversion of debt securities that are also being Registered) (an “Envista Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the case may beproposed date of filing such Registration Statement), then BreitBurn Envista shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each Holder, and such notice shall offer the such Holders the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), Envista shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. Ifif, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn Envista shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn Envista may, at its election, give written notice of such determination to the Selling Holders each such Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay such Underwritten OfferingRegistration, shall be permitted to delay offering Registering any Included Registrable Securities for the same period as the delay in Registering such other shares of Envista Common Stock. No Registration effected under this Section 2.2 shall relieve Envista of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering. Any Selling , then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice a Piggyback Registration pursuant to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall, and Envista shall terminate when use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder (together with may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any Affiliates or swap counterparties of such Holderother basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) holds less than $10 million of Purchased Unitsshall, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) and Envista shall use reasonable best efforts to BreitBurn requesting coordinate arrangements so that each such Holder may, participate in such offering on such basis. Envista’s filing of a Shelf Registration shall not receive notice from BreitBurn be deemed to be an Envista Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Envista Common Stock for its own account and/or for the account of any proposed Underwritten Offeringother Persons will be an Envista Public Sale unless such offering qualifies for an exemption from the Envista Public Sale definition in this Section 2.2(a); provided provided, further that if Envista files a Shelf Registration for its own account and/or for the account of any other Persons, Envista agrees that it shall use its reasonable best efforts to include in such Holder Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later revoke any such noticetime through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If BreitBurn HealthCare proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of HealthCare Common Units in an Underwritten Offering Stock for its own account and/or another Personor for the account of any other Persons (other than a Registration (i) under Section 2.1, then as soon as practicable but not less than three Business Days prior to the filing of (xii) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 424(b) 145 under the Securities Act, (yiii) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(bany form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) under in connection with any dividend reinvestment or similar plan, (v) for the Securities Act (if no preliminary prospectus supplement is used) sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (zvi) such registration statementin which the only HealthCare Common Stock being Registered is HealthCare Common Stock issuable upon conversion of debt securities that are also being Registered) (a “HealthCare Public Sale”), then, as soon as reasonably practicable (but in no event less than fifteen (15) days prior to the case may beproposed date of filing such Registration Statement), then BreitBurn HealthCare shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each Holder, and such notice shall offer the such Holders the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), HealthCare shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within ten (10) days after the receipt of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. Ifif, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn HealthCare shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn HealthCare may, at its election, give written notice of such determination to the Selling Holders each such Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay such Underwritten OfferingRegistration, shall be permitted to delay offering Registering any Included Registrable Securities for the same period as the delay in Registering such other shares of HealthCare Common Stock. No Registration effected under this Section 2.2 shall relieve HealthCare of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering. Any Selling , then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice a Piggyback Registration pursuant to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall, and HealthCare shall terminate when use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder (together with may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any Affiliates or swap counterparties of such Holderother basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) holds less than $10 million of Purchased Unitsshall, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) and HealthCare shall use reasonable best efforts to BreitBurn requesting coordinate arrangements so that each such Holder may, participate in such offering on such basis. HealthCare’s filing of a Shelf Registration shall not receive notice from BreitBurn be deemed to be a HealthCare Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of HealthCare Common Stock for its own account or for the account of any proposed Underwritten Offeringother Persons will be a HealthCare Public Sale unless such offering qualifies for an exemption from the HealthCare Public Sale definition in this Section 2.2(a); provided provided, further that if HealthCare files a Shelf Registration for its own account or for the account of any other Persons, HealthCare agrees that it shall use its reasonable best efforts to include in such Holder Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later revoke any such noticetime through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If BreitBurn So long as a Holder has Registrable Securities, if the Corporation proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statementShelf Registration Statement relating to the sale of equity securities of the Corporation, other than the a Registration Statement contemplated by Section 2.1 2.01 and Holders may be included without the filing of this Agreementa post-effective amendment thereto, or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statementstatement and other than a registration statement on Forms S-4 or S-8 and any successor forms, in either each case, for the sale of Common Units Shares in an Underwritten Offering for its own account and/or or that of another Person, or both, then as soon as practicable but not less than three Business Days prior to promptly following the filing selection of (x) any preliminary prospectus supplement relating to the Managing Underwriter for such Underwritten Offering, the Corporation shall give notice of such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders each Holder and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Corporation has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units Shares in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Corporation shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The Any notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such the Holder. Each such Holder shall then have three Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Corporation may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Corporation of such withdrawal up at or prior to and including one Business Day before the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Any Holder may deliver written notice (an “Opt Opt-Out Notice”) to BreitBurn the Corporation requesting that such Holder not receive notice from BreitBurn the Corporation of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such noticeOpt-Out Notice in writing prior to one Business Day before the time of pricing of such Underwritten Offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Corporation shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Corporation pursuant to this Section 2.02(a).

Participation. If BreitBurn proposes Any Lender may, at any time, without the consent of Borrower or Administrative Agent, sell participations to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes to file a registration statement, any Person (other than a shelf registration statementnatural Person or a holding company, in either case, investment vehicle or trust for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale owned for the benefit of a natural Person, a Defaulting Lender, Borrower or any of Borrower’s Affiliates or a Disqualified Institution) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the Holders will have other Credit Documents (including all or a material adverse effect on portion of its Commitments and the priceLoans owing to it); provided that (a) no such sale of a participation shall alter such Lender’s or Borrower’s obligations hereunder, timing or distribution of (b) such Lender shall remain solely responsible to the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered other parties hereto for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt performance of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn may, at its election, give written notice of such determination to the Selling Holders andobligations, (xc) in Borrower, each Agent, any and the case of a determination not Lenders shall continue to undertake deal solely and directly with such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities Lender in connection with such terminated Underwritten OfferingLender’s rights and obligations under this Agreement, and (yd) any agreement or instrument (oral or written) pursuant to which any Lender may grant a participation in its rights with respect to its Commitment (or Loans made hereunder) shall provide that, with respect to such Commitment (or Loans made hereunder), subject to the case of a determination following proviso, such Lender shall retain the sole right and responsibility to delay such Underwritten Offeringenforce this Agreement and the other Credit Documents, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have including the right to withdraw approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document and the right to take action to have the Obligations hereunder (or any portion thereof) declared due and payable pursuant to Article 7; provided that such Selling Holderagreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 11.3.1 that affects such Participant. Each Participant shall be entitled to the benefits of Sections 2.4.4(a), 2.6.3 and 2.7 (subject to the requirements and limitations therein, including the requirements under Sections 2.4.4(e) and 2.4.5 (it being understood that the documentation required under such Sections shall be delivered to the participating Lender and not to Administrative Agent or Borrower)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.5; provided that such Participant (A) agrees to be subject to Section 2.8.2 as if it were an assignee under Section 11.5 and (B) shall not be entitled to receive any greater payment under Sections 2.4.4(a), 2.6.3 or 2.7, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change of Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s request for inclusion interest in the Loans (or other rights or obligations) held by it; provided that no Lender shall have any obligation to disclose all or any portion of such Selling Holderregister (including the identity of any Participant or any information relating to a Participant’s Registrable Securities interest in any of its obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Treasury regulations Section 5f.103-1(c) and Proposed Treasury regulations Section 1.163-5(b). The entries in such offering by giving written register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in such register as the owner of such Loan (or other right or obligation) hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to BreitBurn of such withdrawal up the contrary. Subject to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (such register shall be available for inspection by an “Opt Out Notice”Agent at any reasonable time and from time to time upon reasonable prior notice. The Participant register is intended to cause the Commitments and Loans to be in registered form within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticethe Code, Treasury regulation Sections 5f.103-1(c) and 1.871-14(c), and Proposed Treasury regulations Section 1.163-5(b).

Participation. If BreitBurn the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01, (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 2.01 of this AgreementAgreement and Holders may be included without the filing of a post-effective amendment thereto, or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statement, in either each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Partnership to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding Registrable Securities representing (x) at least five percent (5.0%) of the Holders then-outstanding Common Units on a Fully Diluted Basis or (y) no less than all of the Registrable Securities held by the Investor as of the date of this Agreement, and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The Any notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder3.01 hereof. Each such Holder shall then have three two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Any Holder may deliver written notice (an “Opt Opt-Out Notice”) to BreitBurn the Partnership requesting that such Holder not receive notice from BreitBurn the Partnership of any proposed Underwritten Offering; provided that provided, however, such Holder may later revoke any such noticeOpt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a).

Participation. If BreitBurn If, following the date that is 180 days following the Closing Date, the Company at any time proposes to file sell in an underwritten Public Offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement, other than the ) or file a Registration Statement contemplated by Section 2.1 with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of its Common Units in an Underwritten Offering Stock for its own account and/or or for the account of any other Persons (other than (i) a Registration Statement under Section 2 or 3 (it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2(a)), (ii) a Registration Statement on Form S-4 or Form S-8 or any successor form to such forms, (iii) a registration of Common Stock solely relating to an offering and sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan arrangement, or (iv) a registration in connection with a direct or indirect acquisition by the Company or one of its Subsidiaries of another PersonPerson or a similar business combination transaction, then however structured) then, as soon as practicable (but not in no event less than three Business Days ten (10) calendar days prior to the proposed date of the launch of the underwritten Public Offering or the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statementRegistration Statement, as applicable), the case may be, then BreitBurn Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering offering or filing to the Holders Holders, and such notice shall offer the Holders the opportunity to register under such Registration Statement or include in such Underwritten underwritten Public Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 4(b) and Section 4(c), the Company shall include in such Registration Statement or underwritten Public Offering all such Registrable Securities that are requested to be included therein within five (5) calendar days after the receipt by such Holders of any such notice; provided, however, provided that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake sell any Common Stock in an Underwritten underwritten Public Offering and prior to the closing launch date, or to register any Common Stock and prior to the effective date of the Registration Statement filed in connection with such Underwritten Offeringregistration, BreitBurn the Company shall determine for any reason not to undertake sell or register or to delay such Underwritten Offeringsale or registration, BreitBurn may, at its election, the Company shall give written notice of such determination to the Selling Holders each Holder and, thereupon, (xA) in the case of a determination not to undertake such Underwritten Offeringsell or register, shall be relieved of its obligation to sell register any Included Registrable Securities in connection with such terminated sale or registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders to request that such registration be effected as a Demand Registration (subject to the provisions governing withdrawal set forth in Section 2(b)) or, if applicable, a Shelf Offering Request and any Underwritten OfferingShelf Takedown related thereto (subject to the provisions governing withdrawal set forth in Section 3(e)(i)), and (yB) in the case of a determination to delay such selling or registering, in the absence of a request for a Demand Registration, Shelf Offering Request or Underwritten OfferingShelf Takedown, shall be permitted to delay offering selling or registering any Included Registrable Securities Securities, for the same period as the delay in registering such other Common Stock; provided, further, that if such registration or sale involves an underwritten Public Offering, all such Holders requesting to be included in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling HolderCompany’s request for inclusion of such Selling Holder’s registration or sale must sell their Registrable Securities to the underwriters selected as provided in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a7(j) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding same terms and conditions as apply to the foregoingCompany or the other Person requesting such registration or sale, as applicable, with, in the case of a combined primary and secondary offering, such differences, including any Holder with respect to representations and warranties and indemnification, as may deliver written notice (an “Opt Out Notice”be customary or appropriate in combined primary and secondary offerings, and the Company shall make arrangements with the managing underwriter(s) to BreitBurn requesting so that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that each such Holder may later revoke any participate in such noticeUnderwritten Offering.

Participation. If BreitBurn at any time that is on or after 180 days after the date of the Closing the Partnership proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.1 of this Agreement2.01, or BreitBurn proposes to file (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, that each such Holder shall keep all information relating to such Underwritten Offering in confidence and shall not make use of, disseminate or in any way disclose any such information; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder3.01 hereof. Each such Holder shall then have three two Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn the Partnership of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a2.02(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 15 million of Purchased Units, based on the Commitment Amountspurchase price per unit under the Purchase Agreement. Notwithstanding the foregoing, any Holder holding greater than $15 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, may deliver written notice (an “Opt Out Notice”) to BreitBurn the Partnership requesting that such Holder not receive notice from BreitBurn the Partnership of any proposed Underwritten Offering; provided that provided, that, such Holder may later revoke any such noticeOpt Out Notice. Following receipt of an Opt Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a).

Participation. (i) If BreitBurn the Issuer at any time proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering its securities for its own account and/or another Personor for the account of any holders of its securities (other than (A) a registration under Section 2.1 or Section 2.2 hereof, then (B) a registration on Form S-4 or S-8 or any successor form to such forms or (C) a registration of securities solely relating to an offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement, then, as soon as practicable (but not in no event less than three Business Days 20 days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under Registration Statement), the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Issuer shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to all holders of Registrable Securities that are equity securities (in the Holders case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities), and such notice shall offer the Holders holders of such Registrable Securities the opportunity to include in such Underwritten Offering register such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities as each such holder may request in writing (an "Incidental Registration"). Subject to Section 2.3(b), the Issuer shall include in such Registration Statement all such Registrable Securities which are requested to be offered for included therein within 10 days after the accounts receipt by such holder of Holders any such notice. The failure of any such holder to respond within such ten-day period shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required deemed to be provided in a waiver of such holder's rights under this Section 2.2(a2.3(a) with respect to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedIncidental Registration. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten Offeringregistration, BreitBurn the Issuer shall determine for any reason not to undertake register or to delay registration of such Underwritten Offeringsecurities, BreitBurn the Issuer may, at its election, give written notice of such determination to the Selling Holders each holder of Registrable Securities and, (x) in the case of a determination not to undertake such Underwritten Offeringregister, shall be relieved of its obligation to sell register any Included Registrable Securities in connection with such terminated Underwritten Offeringregistration, and (y) in the case of a determination to delay such Underwritten Offeringregistering, shall be permitted to delay offering registering any Included Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. Any Selling Holder shall have If the right offering pursuant to withdraw such Selling Holder’s registration is to be on any other basis, then each holder making a request for inclusion of an Incidental Registration pursuant to this Section 2.3(a) must participate in such Selling Holder’s offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such offering Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by giving written notice to BreitBurn the Issuer, all or part of such holder's Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal up pursuant to and including Section 2.6(b), the time of pricing Issuer shall be entitled to reimbursement from the holder of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with any Affiliates or swap counterparties the registration of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeRegistrable Securities.

Participation. If BreitBurn Subject to Section 4.2 hereof, if at any time from and after the third anniversary of the Effective Date, the Company proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale any of its shares of Common Units in an Underwritten Offering Stock, whether or not by the Company for its own account and/or another Person(other than (i) a registration on Form S-4 (or otherwise in connection with non-cash offerings, then as soon as practicable but not less than three Business Days prior exchange offers, mergers or recapitalizations) or S-8 or any successor form to the filing of such Forms, or (xii) any preliminary prospectus supplement relating registration of securities as it relates to such Underwritten Offering pursuant an offering and sale to Rule 424(b) directors or employees of, or non-employee service providers to, the Company under bona fide benefits plans adopted by the Securities ActBoard of Directors of the Company and approved by the holders of Common Stock when required by law), (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statementthen, as promptly as practicable, the case may be, then BreitBurn Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each holder of Registrable Securities and such notice shall offer the Holders holders of Registrable Securities the opportunity to include in such Underwritten Offering register such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder holder may request (a "Piggyback Registration"). Subject to Section 4.2, the Company shall include in writing; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of such Registration Statement all Registrable Securities for sale for requested within 15 days after the benefit receipt of any such notice (which request shall specify the Holders will have a material adverse effect on the price, timing or distribution Registrable Securities intended to be disposed of the Common Units by such holder) to be included in the Underwritten OfferingRegistration for such offering pursuant to a Piggyback Registration. Notwithstanding the foregoing, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn Company shall not be obligated to include any Registrable Securities in any Underwritten Offering unless a Piggyback Registration the Holders request inclusion of at least $5 million shares of Registrable Securities in such offering. The notice required requested to be provided in this Section 2.2(a) to Holders shall be provided on included by a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion holder of Registrable Securities if: (i) all (but not less than all) of the shares requested to be included by that holder could immediately be sold by that holder under Rule 144 under the Securities Act at a price substantially equivalent to the prevailing market price and (ii) the Company provides to that holder a written waiver and consent allowing such holder to sell or otherwise dispose of all of such shares requested to be included without limitation to the restrictions imposed by Section 5.1 hereof. The final determination of whether all of the shares could immediately be sold under Rule 144 shall be made in good faith by counsel for such holder after, among other things, considering the Underwritten Offering, except that possible affiliate status of such Holder holder. The Company shall have one Business Day after such Holder confirms receipt the burden of establishing that the notice shares could immediately be sold at a price substantially equivalent to request inclusion the prevailing market price. Each holder of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included withdraw all or part of such holder's Registrable Securities for from a Piggyback Registration at any time prior to the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeeffective date thereof.

Participation. If BreitBurn at any time Concho proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 2.01 of this Agreement, or BreitBurn proposes to file (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Concho shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn Concho has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn Concho shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn Concho may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn Concho of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a2.02(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 5 million of Purchased UnitsCommon Stock, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn Concho requesting that such Holder not receive notice from BreitBurn Concho of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. (i) If BreitBurn proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn Company at any time proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale statement with respect to any offering of Common Units in an Underwritten Offering equity securities for its own account and/or another Personor for the account of any holders of its securities (other than (A) a registration under Section 2 hereof, then (B) a registration on Form S-4 or S-8 or any successor form to such forms or (C) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities (other than information as to the selling stockholders and their intended method or methods of disposition)), then, as soon as practicable (but not in no event less than three Business Days fifteen (15) days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statementstatement with the Commission), as the case may be, then BreitBurn Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the all Holders of Registrable Securities and such notice shall offer the Holders the opportunity to include in such Underwritten Offering register such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; providedwriting (a "Piggyback Registration"). Subject to Section 4(b), however, that if BreitBurn the Company shall include in such registration statement all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the Company's notice has been advised by the Managing Underwriter that the inclusion of given ("Included Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedSecurities"). If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering register any equity securities and prior to the closing effective date of the registration statement filed in connection with such Underwritten Offeringregistration, BreitBurn the Company shall determine for any reason not to undertake register or to delay registration of such Underwritten Offeringequity securities, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders each Holder holding Included Registrable Securities and, (x) in the case of a determination not to undertake such Underwritten Offeringregister, shall be relieved of its obligation to sell register any Included Registrable Securities in connection with such terminated Underwritten Offeringregistration, and (y) in the case of a determination to delay such Underwritten Offeringregistering, shall be permitted to delay offering registering any Included Registrable Securities for the same period as the delay in registering such other equity securities. (ii) If the offering pursuant to a Piggyback Registration is to be an Underwritten Offering, then each Holder making a request for its Registrable Securities to be included therein must, and the Company shall use its reasonable best efforts to make such arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering on the same terms as other Persons selling securities in such Underwritten Offering. Any Selling If the offering pursuant to such registration is to be on any other basis, then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities a Piggyback Registration pursuant to this Section 4(a) must participate in such offering by giving written notice to BreitBurn of on such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amountsbasis. Notwithstanding any provision in this Agreement to the foregoingcontrary, any Holder may deliver written notice (an “Opt Out Notice”) participating through a Piggyback Registration shall have no right to BreitBurn requesting that such Holder not receive notice from BreitBurn change the intended method or methods of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticedisposition otherwise applicable, other than to include provisions reasonably necessary to effect a Ventas Stockholder Distribution.

Participation. If BreitBurn ESAB proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of ESAB Common Units in an Underwritten Offering Stock for its own account and/or another Personfor the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, then as soon as practicable but not less than three Business Days prior to the filing of (xii) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 424(b) 145 under the Securities Act, (yiii) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(bany form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) under in connection with any dividend reinvestment or similar plan, (v) for the Securities Act (if no preliminary prospectus supplement is used) sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (zvi) such registration statementin which the only ESAB Common Stock being Registered is ESAB Common Stock issuable upon conversion of debt securities that are also being Registered) (a “ESAB Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the case may beproposed date of filing such Registration Statement), then BreitBurn ESAB shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each Holder, and such notice shall offer the such Holders the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), ESAB shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. Ifif, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn ESAB shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn ESAB may, at its election, give written notice of such determination to the Selling Holders each such Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay such Underwritten OfferingRegistration, shall be permitted to delay offering Registering any Included Registrable Securities for the same period as the delay in Registering such other shares of ESAB Common Stock. No Registration effected under this Section 2.2 shall relieve ESAB of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering. Any Selling , then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice a Piggyback Registration pursuant to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall, and ESAB shall terminate when use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder (together with may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any Affiliates or swap counterparties of such Holderother basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) holds less than $10 million of Purchased Unitsshall, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) and ESAB shall use reasonable best efforts to BreitBurn requesting coordinate arrangements so that each such Holder may, participate in such offering on such basis. ESAB’s filing of a Shelf Registration shall not receive notice from BreitBurn be deemed to be a ESAB Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of ESAB Common Stock for its own account and/or for the account of any proposed Underwritten Offeringother Persons will be a ESAB Public Sale unless such offering qualifies for an exemption from the ESAB Public Sale definition in this Section 2.2(a); provided provided, further that if ESAB files a Shelf Registration for its own account and/or for the account of any other Persons, ESAB agrees that it shall use its reasonable best efforts to include in such Holder Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later revoke any such noticetime through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If BreitBurn at any time CEI proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 2.01 of this Agreement, or BreitBurn proposes to file (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units Stock in an Underwritten Offering for its own account and/or another Personaccount, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn CEI shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn CEI has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts account of Holders shall be determined based on the provisions of Section 2.2(b2.02(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn CEI shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn CEI may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn CEI of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights No Holder shall be entitiled to participate in any such Underwritten Offering under this Section 2.2(a2.02(a) shall terminate when unless such Holder (together with any Affiliates or swap counterparties Affiliate of such Holder) holds less than participating therein held at least $10 million 10,000,000 of Purchased UnitsCommon Stock as of the Closing Date, based on the Commitment Amountsa valuation price of $0.7164 per share of Common Stock. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn CEI requesting that such Holder not receive notice from BreitBurn CEI of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such notice.

Participation. If BreitBurn Filtration proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Filtration Common Units in an Underwritten Offering Stock for its own account and/or another Personfor the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, then as soon as practicable but not less than three Business Days prior to the filing of (xii) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 424(b) 145 under the Securities Act, (yiii) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(bany form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) under in connection with any dividend reinvestment or similar plan, (v) for the Securities Act (if no preliminary prospectus supplement is used) sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (zvi) such registration statementin which the only Filtration Common Stock being Registered is Filtration Common Stock issuable upon conversion of debt securities) (a “Filtration Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the case may beproposed date of filing such Registration Statement), then BreitBurn Filtration shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each Holder, and such notice shall offer the such Holders the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), Filtration shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. Ifif, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn Filtration shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn Filtration may, at its election, give written notice of such determination to the Selling Holders each such Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay such Underwritten OfferingRegistration, shall be permitted to delay offering Registering any Included Registrable Securities for the same period as the delay in Registering such other shares of Filtration Common Stock. No Registration effected under this Section 2.2 shall relieve Filtration of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering. Any Selling , then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice a Piggyback Registration pursuant to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall, and Filtration shall terminate when use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder (together with may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any Affiliates or swap counterparties of such Holderother basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) holds less than $10 million of Purchased Unitsshall, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) and Filtration shall use reasonable best efforts to BreitBurn requesting coordinate arrangements so that each such Holder may, participate in such offering on such basis. Filtration’s filing of a Shelf Registration shall not receive notice from BreitBurn be deemed to be a Filtration Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Filtration Common Stock for its own account and/or for the account of any proposed Underwritten Offeringother Persons will be a Filtration Public Sale unless such offering qualifies for an exemption from the Filtration Public Sale definition in this Section 2.2(a); provided provided, further that if Filtration files a Shelf Registration for its own account and/or for the account of any other Persons, Filtration agrees that it shall use its reasonable best efforts to include in such Holder Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later revoke any such noticetime through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If BreitBurn MarkWest, MarkWest Hydrocarbon or any subsidiary of MarkWest Hydrocarbon at any time proposes to (i) file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes statement with respect to file a registration statement, other than a shelf registration statement, in either case, for the sale an Underwritten Offering of Common Units for its own account or (ii) register any Common Units for its own account for sale to the public in an Underwritten Offering for its own account and/or another Personother than, then in the case of clause (ii), (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, then, as soon as practicable but not less than three Business Days prior following the engagement of counsel by MarkWest to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under the Securities ActOffering, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn MarkWest shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”); provided, however, that if BreitBurn MarkWest shall not be required to offer such opportunity to Holders to the extent MarkWest has been advised in writing by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount Units. Each Holder of Registrable Securities to be offered acknowledges for the accounts purposes of Holders clause (ii) that its Registrable Securities are not covered by MarkWest’s existing registration statement on Form S-3 (File No. 333-116680) and MarkWest shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated have no obligation to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of such Registrable Securities in such offeringregistration statement, by post-effective amendment or otherwise; provided, however, that if a registration statement covering the Registrable Securities is effective and a prospectus supplement relating to the Form S-3 (File No. The notice required 333-116680) described above has been proposed with respect to be provided in this Section 2.2(a) to an Underwritten Offering, the Holders shall be provided on a Business Day entitled to notice and the opportunity to include in such Underwritten Offering, pursuant to Section 3.1 hereof and receipt of the registration statement covering the Registrable Securities, such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion number of Registrable Securities in the Underwritten Offering, except that as each such Holder may request in writing, subject to the other terms and conditions of this Section 2.02(a). Subject to Section 2.02(b), MarkWest shall have include in such Underwritten Offering all such Registrable Securities (“Included Registrable Securities”) with respect to which MarkWest has received requests within one Business Day after such Holder confirms receipt of the MarkWest’s notice to request inclusion of Registrable Securities has been delivered in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedaccordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn MarkWest shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn MarkWest may, at its election, give written notice of such determination to the Selling Holders and, (xi) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (yii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn MarkWest of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 2.01(a) of this AgreementAgreement and Holders may be included without the filing of a post-effective amendment thereto, or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statement, in either each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Partnership to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $25 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The Any notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holder until such proposed Underwritten Offering is (i) publicly announced or (ii) such Holder receives notice that such proposed Underwritten Offering has been abandoned, which such notice shall be provided promptly by the Partnership to each Holder. Each such Holder shall then have three two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Any Holder may deliver written notice (an “Opt Opt-Out Notice”) to BreitBurn the Partnership requesting that such Holder not receive notice from BreitBurn the Partnership of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such noticeOpt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. (i) If BreitBurn the Issuer at any time proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering its equity securities for its own account and/or another Personor for the account of any holders (other than Philips)of its equity securities (other than (A) a registration under Section 2.1 hereof, then (B) a registration on Form ▇-▇, ▇-▇ or S-8 or any successor form to such forms or (C) a registration of securities solely relating to an offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement), then, as soon as practicable (but not in no event less than three Business Days 45 days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under Registration Statement), the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Issuer shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders LGE, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering register such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder LGE may request in writing; providedwriting (a “Piggyback Registration”). To the extent known at the time, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall specify the underwriters, the terms of the underwriting arrangement, the method of distribution, the timetable and a good faith estimate of the maximum offering price. Subject to Section 2.2(b), if the Issuer is filing a Registration Statement with respect to any offering of its equity securities for its own account, the Issuer shall include in such Registration Statement all such Registrable Securities which are requested to be confirmed included therein within 30 days after the receipt by LGE of any such Holdernotice. Each such Holder shall then have three Business Days Subject to Section 2.2(b), if the Issuer is filing a Registration Statement with respect to any offering of its equity securities for the account of any holder of its equity securities, the Issuer shall, after receiving the consent of such notice to request inclusion holder of its equity securities, include in such Registration Statement all such Registrable Securities in which are requested to be included therein within 30 days after the Underwritten Offering, except that receipt by LGE of any such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usednotice. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten Offeringregistration, BreitBurn the Issuer shall determine for any reason not to undertake register or to delay registration of such Underwritten Offeringsecurities, BreitBurn may, at its election, the Issuer shall give written notice of such determination to the Selling Holders LGE and, (x) in the case of a determination not to undertake such Underwritten Offeringregister, shall be relieved of its obligation pursuant to sell this Section 2.2 to register any Included Registrable Securities in connection with such terminated Underwritten Offeringregistration, and (y) in the case of a determination to delay such Underwritten Offeringregistering, shall be permitted to delay offering registering any Included Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to a Piggyback Registration is to be an Underwritten Offering, then LGE must, and the Issuer shall make such arrangements with the underwriters so that LGE may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. Any Selling Holder shall have If the right offering pursuant to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities registration is to be on any other basis, then LGE must participate in such offering by giving written notice to BreitBurn of on such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeother basis.

Participation. If BreitBurn at any time the Partnership proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.1 of this Agreement2.01, or BreitBurn proposes to file (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Personaccount, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, howeverthat each such Holder shall keep all information relating to such Underwritten Offering in confidence and shall not make use of, disseminate or in any way disclose any such information; provided, further, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder3.01 hereof. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a2.02(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 15 million of Purchased Units, based on the Commitment Amountspurchase price per unit under the Purchase Agreement. Notwithstanding the foregoing, any Holder holding greater than $15 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, may deliver written notice (an “Opt Out Notice”) to BreitBurn the Partnership requesting that such Holder not receive notice from BreitBurn the Partnership of any proposed Underwritten Offering; provided that provided, that, such Holder may later revoke any such noticeOpt Out Notice. Following receipt of an Opt Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a).

Participation. If BreitBurn Commencing on the later of the Anniversary Date or the Effective Date of the Registration Statement, if Crosstex at any time proposes to file a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes with respect to file a registration statement, other than a shelf registration statement, in either case, for the sale an Underwritten Offering of Common Units Stock for its own account or to register any Common Stock for its own account for sale to the public in an Underwritten Offering for its own account and/or another Personor otherwise file any registration statement with the Commission relating to any Underwritten Offering of Common Stock other than (x) a registration statement on Form S-8 (or any successor form) relating solely to employee benefit plans or (y) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction, then then, as soon as practicable but not less than three Business Days prior following the engagement of counsel to Crosstex to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under the Securities ActOffering, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Crosstex shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders Holders, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”); provided, however, that Crosstex shall not be required to offer such opportunity to Holders if BreitBurn has been advised by the Managing Underwriter that the inclusion Holders do not offer a minimum of $5,000,000 of Registrable Securities for sale for (determined by multiplying the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount number of Registrable Securities to be offered owned by the average of the closing price on NASDAQ for Common Stock for the accounts ten (10) trading days preceding the date of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offeringnotice). The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three two (2) Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn Crosstex shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn Crosstex may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn Crosstex of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a) shall terminate when unless such Holder (together with any Affiliates or swap counterparties that are Selling Holders) participating therein holds at least fifteen million ($15,000,000) of Registrable Securities (determined by multiplying the number of Registrable Securities owned by the average of the closing price for Common Stock for the ten (10) trading days preceding the date of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice).

Participation. If BreitBurn proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn Company at any time proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale statement with respect to any offering of Common Units in an Underwritten Offering its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 2.01 or Section 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2.01 or Section 2.02 or the right of the Holders to request that their Registrable Securities be included in any Registration under Section 2.01 or Section 2.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (iii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities, (v) a Registration Statement relating solely to dividend reinvestment or similar plans, or (vi) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or another PersonRegulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Company Shares into which such notes may be converted or exchanged) (a “Company Public Sale”), then then, (A) as soon as practicable (but not in no event less than three Business Days thirty (30) days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under Registration Statement), the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders Sponsors, and such notice shall offer the Holders each Sponsor the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities as such Sponsor may request in writing delivered to the Company within ten (10) days of delivery of such written notice by the “Included Company, and (B) subject to Section 2.03(c), as soon as practicable after the expiration of such ten (10) days period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than the Sponsors), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities”) Securities as each such Holder may request in writingwriting within ten (10) days of delivery of such written notice by the Company. Subject to Section 2.03(b) and (c), the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “Piggyback Registration”); provided, however, provided that the Company shall not include in any Piggyback Registration Registrable Securities of any Holder (other than a Sponsor) in an amount in excess of such Holder’s Registration Eligible Shares; provided further that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any equity securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingPiggyback Registration, BreitBurn the Company shall determine for any reason not to undertake Register or to delay Registration of the equity securities covered by such Underwritten OfferingPiggyback Registration, BreitBurn may, at its election, the Company shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsors to request that such Registration be effected as a Demand Registration under Section 2.01, and (y2) in the case of a determination to delay Registering, in the absence of a request by the Sponsors to request that such Underwritten OfferingRegistration be effected as a Demand Registration under Section 2.01, shall be permitted to delay offering Registering any Included Registrable Securities Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration. If any offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) may, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). Any Selling If any offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) may, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the pricing of the offering; provided, that such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have the any right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s include Registrable Securities in such offering by giving written notice the Piggyback Registration as to BreitBurn of which such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticewas made.

Participation. If BreitBurn the Issuer proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) register any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) Shares under the Securities Act (if no preliminary prospectus supplement is usedwhether for itself or otherwise in connection with a sale of securities by another Person (including a Shelf Registration or a Demand Registration by any Advent Stockholders), but other than (i) a registration on a Form S-4 (or any successor or similar form) in connection with a direct or indirect acquisition by the Issuer of another Person, or (zii) a registration on a Form S-8 (or any successor or similar form), the Issuer shall at each such time give prompt written notice at least fifteen (15) days prior to the anticipated filing date of the Registration Statement relating to such registration statementto each Holder holding Registrable Securities hereunder, as the case may be, then BreitBurn shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such which notice shall set forth such Holder’s rights under this Section 2.02 and shall offer the Holders such Holder the opportunity to include in such Underwritten Offering Registration Statement all or any portion of the Registrable Securities held by such Holder (a “Piggyback Registration”), subject to the restrictions set forth herein. Notwithstanding anything herein to the contrary, neither the Management Holders nor any other non-Advent Stockholder Holders shall have the piggyback rights in this Section 2.02 in the case of a non-marketed block trade by any Advent Stockholder. (i) Upon any such request of any such Holder made within fifteen (15) days after the receipt of notice from the Issuer (which request shall specify the number of Registrable Securities (intended to be registered by such Holder), the “Included Issuer shall use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities”Securities that the Issuer has been so requested to register by all such Holders; provided, that if such registration involves a Public Offering, all such Holders requesting to be included in the Issuer’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as each such Holder may request in writingapply to the Issuer or any other selling equity holders; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the pricehis, timing her or distribution of the Common Units in the Underwritten Offering, then the amount of its Registrable Securities to be offered transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Issuer by such Person or on behalf of such Person expressly for use in the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this AgreementRegistration Statement; provided, further, however, that BreitBurn the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be obligated in proportion thereto; and provided, further, that such liability will be limited to include any the net proceeds received by such Person from the sale of his, her or its Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. registration. (ii) If, at any time after giving written notice of its intention to undertake an Underwritten Offering register any Registrable Securities pursuant to this Section 2.02(a) and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten Offeringregistration, BreitBurn the Issuer or the Requesting Stockholders, as applicable, shall determine decide for any reason not to undertake or register such securities, the Issuer shall give notice to delay all such Underwritten Offering, BreitBurn may, at its election, give written notice Holders of such determination to the Selling Holders Registrable Securities and, (x) in the case of a determination not to undertake such Underwritten Offeringthereupon, shall be relieved of its obligation to sell register any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offeringregistration. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights No registration effected under this Section 2.2(a) 2.02 shall terminate when relieve the Issuer of its obligations to effect a Demand Registration to the extent required by Section 2.01. The Issuer shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeregistration is effected.

Participation. If BreitBurn the Company proposes to file a prospectus supplement Registration Statement, at any time beginning on the Closing Date until the end of the Registration Term, with respect to an effective shelf registration statementshares of Common Stock for its own account, for sale to the public, or to register shares of Common Stock for stockholders of the Company other than the Registration Statement contemplated by Section 2.1 Holders, in each case in connection with the public offering of this Agreement, or BreitBurn proposes to file a registration statement, such shares solely for cash and other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement a registration on Form S-8 relating solely to such Underwritten Offering pursuant employee benefit plans, (y) a registration relating solely to a transaction contemplated by Rule 424(b) 145 under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such a registration statement, on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement covering the case may besale of Registrable Securities, then BreitBurn the Company shall give prompt notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering registration to the Holders each Holder and such notice shall offer each Holder (or any Holder who is not participating in the Holders proposed Registration Statement) the opportunity to include in such Underwritten Offering registration such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have writing (a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering“Piggyback Registration”). The notice required to be provided in this Section 2.2(a) 2.2.1 to Holders each Holder shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder5. Each such Holder shall then have three Business Days after receiving such notice fifteen (15) days to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedregistration. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering a registration and prior to the closing of such Underwritten Offeringregistration, BreitBurn the Company shall determine for any reason not to undertake or to delay such Underwritten Offeringregistration, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offeringregistration, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offeringregistration, and (y) in the case of a determination to delay such Underwritten Offeringregistration, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offeringregistration. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn the Company of such withdrawal up to and including the time of pricing of such offering. Each A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2.1 of this Agreement. The Company shall not include (i) any Registrable Securities under a Piggyback Registration unless Buyer is a Selling Holder in such registration, and (ii) Registrable Securities of any Holder other than Buyer in excess of such Holder’s rights then Pro-Rata Basis. The Company shall have no obligation under this Section 2.2(a) shall terminate when such Holder (together with 2.2 to make any Affiliates offering of its shares of Common Stock or swap counterparties to complete an offering of such Holder) holds less than $10 million its shares of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) Common Stock that it proposes to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticemake.

Participation. If BreitBurn Inergy at any time proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes statement with respect to file a registration statement, other than a shelf registration statement, in either case, for the sale an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering for its own account and/or another Personother than (x) a registration relating solely to employee benefit plans, then (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), then, as soon as practicable but not less than three Business Days prior following the engagement of counsel to Inergy to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under the Securities ActOffering, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Inergy shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”); provided, however, that Inergy shall not be required to offer such opportunity to Holders if BreitBurn Inergy has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount Units. Each Holder of Registrable Securities to be offered acknowledges for the accounts purposes of Holders clause (ii) that its Registrable Securities are not covered by Inergy’s existing registration statements on Form S-3 (File No. 333-118941 and File No. 333-124098) and Inergy shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated have no obligation to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of such Registrable Securities in such offeringregistration statement, by post-effective amendment or otherwise; provided, however, that if a registration statement covering the Registrable Securities is effective and a prospectus supplement relating to the Form S-3’s described above (File No. The notice required 333-118941 and File No. 333-124098) has been proposed with respect to be provided in this Section 2.2(a) to an Underwritten Offering, the Holders shall be provided on a Business Day entitled to notice and the opportunity to include in such Underwritten Offering, pursuant to Section 3.1 hereof and receipt of the registration statement covering the Registrable Securities, such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion number of Registrable Securities in the Underwritten Offering, except that as each such Holder may request in writing, subject to the other terms and conditions of this Section 2.02(a). Subject to Section 2.02(b), Inergy shall have one Business Day after include in such Holder confirms receipt of the notice to request inclusion of Underwritten Offering all such Registrable Securities (“Included Registrable Securities”) with respect to which Inergy has received requests within one business day after Inergy’s notice has been delivered in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedaccordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn Inergy shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn Inergy may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn Inergy of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn So long as a Holder has Registrable Securities if (x) the Corporation proposes to file (i) a shelf registration statement other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.1 relating to the sale of this Agreementequity securities of the Corporation and Holders may be included without the filing of a post-effective amendment thereto, or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statementstatement on Forms S-4 or S-8 and any successor forms, in either each case, for the sale of Common Units Shares in an Underwritten Offering for its own account and/or or that of another Person, or both, and (y) such filing would permit inclusion of securities pursuant to Section 2.04 of the GSO Registration Rights Agreement, then as soon as practicable but not less than three Business Days prior to promptly following the filing selection of (x) any preliminary prospectus supplement relating to the Managing Underwriter for such Underwritten Offering, the Corporation shall give notice of such Underwritten Offering pursuant to Rule 424(beach Holder (together with its Affiliates) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Corporation has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units Shares in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Corporation shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.01(b). The Any notice required to be provided in this Section 2.2(a2.01(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such the Holder. Each such Holder shall then have three Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Corporation may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Corporation of such withdrawal up at or prior to and including one Business Day before the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Any Holder may deliver written notice (an “Opt Opt-Out Notice”) to BreitBurn the Corporation requesting that such Holder not receive notice from BreitBurn the Corporation of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such noticeOpt-Out Notice in writing prior to one Business Day before the time of pricing of such Underwritten Offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Corporation shall not be required to deliver any notice to such Holder pursuant to this Section 2.01(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Corporation pursuant to this Section 2.01(a).

Participation. If BreitBurn Vontier proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Vontier Common Units in an Underwritten Offering Stock for its own account and/or another Personfor the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, then as soon as practicable but not less than three Business Days prior to the filing of (xii) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 424(b) 145 under the Securities Act, (yiii) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(bany form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) under in connection with any dividend reinvestment or similar plan, (v) for the Securities Act (if no preliminary prospectus supplement is used) sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (zvi) such registration statementin which the only Vontier Common Stock being Registered is Vontier Common Stock issuable upon conversion of debt securities that are also being Registered) (a “Vontier Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the case may beproposed date of filing such Registration Statement), then BreitBurn Vontier shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each Holder, and such notice shall offer the such Holders the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), Vontier shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. Ifif, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn Vontier shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn Vontier may, at its election, give written notice of such determination to the Selling Holders each such Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay such Underwritten OfferingRegistration, shall be permitted to delay offering Registering any Included Registrable Securities for the same period as the delay in Registering such other shares of Vontier Common Stock. No Registration effected under this Section 2.2 shall relieve Vontier of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering. Any Selling , then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice a Piggyback Registration pursuant to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall, and Vontier shall terminate when use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder (together with may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any Affiliates or swap counterparties of such Holderother basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) holds less than $10 million of Purchased Unitsshall, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) and Vontier shall use reasonable best efforts to BreitBurn requesting coordinate arrangements so that each such Holder may, participate in such offering on such basis. Vontier’s filing of a Shelf Registration shall not receive notice from BreitBurn be deemed to be a Vontier Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Vontier Common Stock for its own account and/or for the account of any proposed Underwritten Offeringother Persons will be a Vontier Public Sale unless such offering qualifies for an exemption from the Vontier Public Sale definition in this Section 2.2(a); provided provided, further that if Vontier files a Shelf Registration for its own account and/or for the account of any other Persons, Vontier agrees that it shall use its reasonable best efforts to include in such Holder Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later revoke any such noticetime through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If BreitBurn Commencing on the conversion of the Purchased Units to Common Units, if Crosstex at any time proposes to file a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes with respect to file a registration statement, other than a shelf registration statement, in either case, for the sale an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering for its own account and/or another Personor otherwise file any registration statement with the Commission relating to any Underwritten Offering of Common Units other than (x) a registration statement on Form S-8 (or any successor form) relating solely to employee benefit plans or (y) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction, then then, as soon as practicable but not less than three Business Days prior following the engagement of counsel to Crosstex to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under the Securities ActOffering, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Crosstex shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders Holders, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”); provided, however, that Crosstex shall not be required to offer such opportunity to Holders if BreitBurn has been advised by (i) the Managing Underwriter that the inclusion Holders do not offer a minimum of $5,000,000 of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the priceand Other Registrable Securities, timing or distribution of the Common Units in the Underwritten Offeringaggregate, then (determined by multiplying the amount number of Registrable Securities to be offered and Other Registrable Securities owned by the average of the closing price on NASDAQ for Common Units for the accounts ten (10) trading days preceding the date of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offeringnotice). The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three two (2) Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.Piggyback

Participation. If BreitBurn the Company at any time proposes to file a prospectus supplement (i) register any Common Stock for its own account for sale to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units public in an Underwritten Offering or (ii) otherwise file any registration statement with the Commission relating to any Underwritten Offering of Common Stock (other than (i) pursuant to a registration statement on Form S-8 (or any successor form) relating solely to an offering or sale to employees or directors of the Company pursuant to any employee benefit plans or arrangements, (ii) pursuant to a registration statement on Form S-4 (or any successor form) relating to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), and the form of Registration Statement to be used may be used for its own account and/or another Personany registration of Registrable Securities, then then, as soon as practicable but not less than three Business Days prior following the engagement of counsel to the filing of (x) any preliminary prospectus supplement relating Company to such prepare the documents to be used in connection with an Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders Holders, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of shares of Common Stock constituting Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; providedwriting (a “Piggyback Registration”), however, that if BreitBurn has been advised by subject to the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the cutback provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering). The notice required to be provided in this Section 2.2(a) to each of the Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such the Holder. Each such Holder shall then have three (3) Business Days after receiving (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) from the date of such notice to request in writing the inclusion of a specified number of shares of Common Stock constituting Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request or an incomplete request for inclusion from a Holder is received by the Company within the such specified time, each such Holder shall have no further right to participate in such Underwritten Offering. The Company may postpone or withdraw the filing or the effectiveness of a Registration Statement in connection with a Piggyback Registration at any time in its sole discretion. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Company of such withdrawal up prior to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn proposes (a) No Shareholder Party may participate in any registration hereunder that is underwritten unless such Shareholder Party (i) agrees to file a prospectus supplement sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Company (including pursuant to an effective shelf registration statementthe terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), other provided that such Shareholder Party will not be required to sell more than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities that such Shareholder Party has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up or holdback agreements and other documents reasonably required under the “Included Registrable Securities”) as each terms of such Holder may request underwriting arrangements and customary in writing; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Public Offering, then so long as such provisions are substantially the amount of Registrable Securities same for all selling shareholders, and (iii) uses commercially reasonable efforts to be offered for cooperate with the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities Company’s reasonable requests in connection with such terminated Underwritten Offeringregistration or qualification. Notwithstanding the foregoing, and (y) the liability of any Shareholder Party or any transferee participating in such an underwritten registration will be limited to an amount equal to the case amount of a determination net proceeds attributable to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion sale of such Selling HolderShareholder Party’s Registrable Securities in such offering registration. (b) Each Shareholder Party agrees that, in connection with any registration hereunder, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.3(g), such Shareholder Party will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until such Shareholder Party receives copies of a supplemented or amended prospectus as contemplated by such Section 3.3(g). In the event the Company gives any such notice, the applicable time period during which a Registration Statement is to remain effective under this Article III shall be extended by the number of days during the period from and including the date of the giving written notice to BreitBurn of such withdrawal up notice pursuant to this Section 3.6(b) to and including the time date on which the Shareholder Parties will have received the copies of pricing of such offering. Each Holder’s rights under this the supplemented or amended prospectus contemplated by Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice3.3(g).

Participation. If BreitBurn Spinco proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Spinco Common Units in an Underwritten Offering Stock for its own account and/or another Personfor the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, then as soon as practicable but not less than three Business Days prior to the filing of (xii) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 424(b) 145 under the Securities Act, (yiii) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(bany form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) under in connection with any dividend reinvestment or similar plan, (v) for the Securities Act (if no preliminary prospectus supplement is used) sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (zvi) such registration statementin which the only Spinco Common Stock being Registered is Spinco Common Stock issuable upon conversion of debt securities that are also being Registered) (a “Spinco Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the case may beproposed date of filing such Registration Statement), then BreitBurn Spinco shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each Holder, and such notice shall offer the such Holders the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), Spinco shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. Ifif, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn Spinco shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn Spinco may, at its election, give written notice of such determination to the Selling Holders each such Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay such Underwritten OfferingRegistration, shall be permitted to delay offering Registering any Included Registrable Securities for the same period as the delay in Registering such other shares of Spinco Common Stock. No Registration effected under this Section 2.2 shall relieve Spinco of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering. Any Selling , then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice a Piggyback Registration pursuant to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall, and Spinco shall terminate when use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder (together with may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any Affiliates or swap counterparties of such Holderother basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) holds less than $10 million of Purchased Unitsshall, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) and Spinco shall use reasonable best efforts to BreitBurn requesting coordinate arrangements so that each such Holder may, participate in such offering on such basis. Spinco’s filing of a Shelf Registration shall not receive notice from BreitBurn be deemed to be a Spinco Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Spinco Common Stock for its own account and/or for the account of any proposed Underwritten Offeringother Persons will be a Spinco Public Sale unless such offering qualifies for an exemption from the Spinco Public Sale definition in this Section 2.2(a); provided provided, further that if Spinco files a Shelf Registration for its own account and/or for the account of any other Persons, Spinco agrees that it shall use its reasonable best efforts to include in such Holder Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later revoke any such noticetime through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If BreitBurn Subject to the Lock-Up, if BBEP proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn BBEP proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn BBEP shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn BBEP has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn BBEP shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 10 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn BBEP shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn BBEP may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn BBEP of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 20 million of Purchased Units, based on Acquired Units (valued at the Commitment AmountsContribution Amount). Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn BBEP requesting that such Holder not receive notice from BreitBurn BBEP of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn the Partnership proposes to file (i) a registration statement or (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.1 and Holders may be included in the offering to which such prospectus supplement relates without the filing of this Agreement, or BreitBurn proposes a post-effective amendment to file a registration statement, other than a shelf registration statementsuch Shelf Registration Statement, in either each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Partnership to prepare the filing of (x) any preliminary prospectus supplement relating documents to be used in connection with such Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Partnership shall give notice (including, but not limited to, including notification by electronic mailemail) of such proposed Underwritten Offering to each Holder holding at least 2% of the Holders then-outstanding Registrable Securities and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided2.03(b). Subject to Section 2.03(b), further, that BreitBurn the Partnership shall not be obligated to include any in such Underwritten Offering all such Registrable Securities in any Underwritten Offering unless with respect to which the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(aPartnership has received requests within two (2) to Holders shall be provided on a Business Days (or one (1) Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of connection with a “bought deal” or an “overnight transactionovernight” where no preliminary prospectus is usedUnderwritten Offering) after the Partnership’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Partnership of such withdrawal up at or prior to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn the Company proposes to file (i) a registration statement or (ii) a prospectus supplement to an effective shelf registration statement, other than statement and Holders may be included in the Registration Statement contemplated by Section 2.1 offering to which such prospectus supplement relates without the filing of this Agreement, or BreitBurn proposes a post-effective amendment to file a registration statement, other than a such shelf registration statement, in either each case, for the sale of Common Units Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Company to prepare the filing of (x) any preliminary prospectus supplement relating documents to be used in connection with such Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give notice (including, but not limited to, including notification by electronic mail) of such proposed Underwritten Offering to each Holder holding at least five percent (5%) of the Holders then outstanding Registrable Securities and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Company has been advised by the Managing Underwriter Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units Stock in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), the Company shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided2.03(b). Subject to Section 2.03(b), further, that BreitBurn the Company shall not be obligated to include any in such Underwritten Offering all included Registrable Securities in any Underwritten Offering unless with respect to which the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(aCompany has received requests within two (2) to Holders shall be provided on a Business Days (or one (1) Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of connection with a “bought deal” or an “overnight transactionovernight” where no preliminary prospectus is usedUnderwritten Offering) after the Company’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Company of such withdrawal up at or prior to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn So long as a Holder has Registrable Securities, if the Company proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01, (ii) a prospectus supplement to an effective shelf registration statementstatement relating to the sale of equity securities of the Company for its own account or that of another Person, or both, other than the a Registration Statement contemplated by Section 2.1 2.01, and Holders may be included without the filing of this Agreementa post-effective amendment thereto, or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statement, in either each case, for the sale of shares of Common Units Stock in an Underwritten Offering for its own account and/or or that of another Person, or both, then as soon as practicable but not less than three Business Days prior to promptly following the filing selection of (x) any preliminary prospectus supplement relating to the Managing Underwriter for such Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders of the then-outstanding Registrable Securities and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the shares of Common Units Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Company shall not be required to offer such opportunity to the Holders, or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The Any notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such the Holder. Each such Holder shall then have three five Business Days after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Company of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Any Holder may deliver written notice (an “Opt Opt-Out Notice”) to BreitBurn the Company requesting that such Holder not receive notice from BreitBurn the Company of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such noticeOpt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. If BreitBurn the Company at any time proposes to file or publish a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering its securities for its own account and/or another Personor for the account of any other Persons (other than (i) a Registration under Section 2.1(a) pursuant to which notice is delivered pursuant to Section 2.1(c), then (ii) pursuant to a registration right granted by the Company as part of a bona fide financing by the Company structured as a private placement of securities (other than common stock or warrants to purchase common stock) to be followed, within 270 days of the consummation thereof, by the filing of a registration statement with respect to such securities or (iii) a Registration on Form F-4 or S-8 or any similar or successor form to such Forms (such registration pursuant to clause (iii), a "Company Sale")), then, as soon as practicable (but not in no event less than three Business Days 30 days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statementpublishing, as the case may be, then BreitBurn such Registration Statement), the Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the all Holders of Registrable Securities, and such notice shall offer the Holders of such Registrable Securities the opportunity opportunity, subject to include in Section 2.2(b), to Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a "Piggyback Registration"). Pursuant and subject to Section 2.2(b), the Company shall include in such Registration Statement all such Registrable Securities with respect to which the Company has received written requests for inclusion within 20 days after the date on which the Company has delivered its written notice, including, if necessary, filing with the SEC a post-effective amendment or a supplement to such Registration Statement or the related Prospectus or any document incorporated therein by reference or filing any other required document or otherwise supplementing or amending such Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, provided that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn the Company shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders each Holder of Registrable Securities and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration (but not from its obligation, if any, under Section 2.9 to pay Registration Expenses in connection therewith) and (yii) in the case of a determination to delay such Underwritten OfferingRegistering, shall be permitted to delay offering Registering any Included Registrable Securities Securities, for the same period as the delay in Registering such other securities. If the Underwritten Offering. Any Selling offering pursuant to such Registration Statement is to be underwritten, then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice a Piggyback Registration pursuant to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) must, and the Company shall terminate when make such arrangements with the underwriters so that each such Holder (together with may, participate, subject to Section 2.2(b), in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any Affiliates other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) must, and the Company will make such arrangements so that each such Holder may, participate, subject to Section 2.2(b), in such offering on such basis. Each Holder of Registrable Securities shall be permitted to withdraw all or swap counterparties part of such Holder) holds less than $10 million 's Registrable Securities from a Piggyback Registration at any time prior to the Company's request for acceleration of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeeffective date thereof.

Participation. If BreitBurn at any time during the Effectiveness Period Vanguard proposes to file a prospectus supplement to an effective shelf registration statement, other than the a Shelf Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case2.01, for the sale of Common Units in an Underwritten Offering for its own account and/or another Personaccount, then then, as soon as practicable but not less than three five (5) Business Days prior to the filing of (xA) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under of the Securities Act, Act or (yB) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under of the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement), as the case may be, then BreitBurn Vanguard shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Offering”), up to an aggregate of fifteen percent of the total number of Common Units to be offered and sold using the prospectus supplement; provided, however, that Vanguard shall not be required to offer such opportunity to Holders if BreitBurn (aa) the Underwritten Offering is a “bought deal” or “overnight marketed offering,” (bb) the Holders do not offer a minimum of $15 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities held by the participating Holdings by the volume weighted average closing price on the NYSE for Common Units for the five (5) consecutive trading days ending on the last trading day ending before the date of such notice) or (cc) Vanguard has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units Units, in the Underwritten Offering, then which case the amount of Registrable Securities to be offered for the accounts of participating Holders shall be determined based on the provisions of Section 2.2(b2.02(b) of this Agreement; provided, further, that BreitBurn . Each Holder shall keep any information relating to any such Underwritten Offering confidential and shall not be obligated to include any Registrable Securities disseminate or in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in way disclose such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holderinformation. Each such Holder shall then have three (3) Business Days after receiving from the date of such notice to request inclusion of its Registrable Securities in the Underwritten Piggyback Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Piggyback Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn Vanguard shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn Vanguard may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in of the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn Vanguard of such withdrawal up at least one (1) Business Day prior to and including the time of pricing the public announcement of Vanguard’s intention to conduct such offeringUnderwritten Offering. Each Holder’s rights under this Section 2.2(a2.02(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, Registrable Securities (based on the Commitment AmountsUnit Purchase Price). Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Opt-Out Notice”) to BreitBurn Vanguard requesting that such Holder not receive notice from BreitBurn Vanguard of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such noticeOpt-Out Notice in writing.

Participation. (i) If BreitBurn Arris HoldCo at any time proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering its securities for its own account and/or another Personor for the account of any Holders of its securities (other than (A) a registration under Section 2.1 or Section 2.2 hereof, then (B) a registration on Form S-4 or S-8 or any successor form to such forms, or (C) a registration of securities solely relating to an offering and sale to employees or directors of Arris HoldCo pursuant to any employee stock plan or other employee benefit plan arrangement, then, as soon as practicable (but not in no event less than three Business Days ten (10) days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities ActRegistration Statement), (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Arris HoldCo shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the all Holders of Registrable Securities, and such notice shall offer the Holders of such Registrable Securities the opportunity to include in such Underwritten Offering register such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; providedwriting (an “Piggyback Registration”). Subject to Section 2.4(b), however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Arris HoldCo shall include in such Registration Statement all such Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities which are requested to be offered for included therein within ten (10) days after the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each Holder of any such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usednotice. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten Offeringregistration, BreitBurn Arris HoldCo shall determine for any reason not to undertake register or to delay registration of such Underwritten Offeringsecurities, BreitBurn Arris HoldCo may, at its election, give written notice of such determination to the Selling Holders each Holder of Registrable Securities and, (x) in the case of a determination not to undertake such Underwritten Offeringregister, shall be relieved of its obligation to sell register any Included Registrable Securities in connection with such terminated Underwritten Offeringregistration, and (y) in the case of a determination to delay such Underwritten Offeringregistering, shall be permitted to delay offering registering any Included Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to a Piggyback Registration is to be an Underwritten Offering, then each Holder making a request for its Registrable Securities to be included therein must, and Arris HoldCo shall make such arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering on the same terms as Arris HoldCo and other Persons selling securities in such Underwritten Offering. Any Selling If the offering pursuant to such registration is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.4(a) must participate in such offering on such basis. (iii) Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time. For the avoidance of doubt, if a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by Arris HoldCo, such Holder shall nevertheless continue to have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s include any Registrable Securities in such offering any subsequent registration statement or registration statements as may be filed by giving written notice Arris HoldCo with respect to BreitBurn offerings of such withdrawal up to its securities, all upon the terms and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeconditions set forth herein.

Participation. If BreitBurn the Company at any time at or after the Effectiveness Date, for its own account or for the account of any other Persons, proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 with respect to any offering of this Agreement, its equity securities or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in conduct an Underwritten Offering pursuant to an existing Registration Statement solely for cash (other than (i) a Registration or Shelf Take-Down under Section 2.01 or 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02, or otherwise limit the applicability thereof; (ii) a Registration Statement on Form F-4, Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act); (iii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement; (iv) a Registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own account and/or another Personsecurities for other securities; (v) a Registration Statement relating solely to dividend reinvestment or similar plans; (vi) a Registration in which the only securities being registered are Company Shares issuable upon conversion of debt securities which are also being registered; (vii) a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement) (each, then a “Company Public Sale”), then, as soon as practicable (but not in no event less than three Business Days ten (10) days prior to the proposed date of filing of (x) such Registration Statement or, in the case of any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Actanticipated pricing date), (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give deliver a written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing or offering to the Holders all Holders, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement or include in such Underwritten Offering offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder Holders may request in writingwriting delivered to the Company within five (5) days after the date that such written notice has been delivered. Subject to Section 2.03(b), the Company shall include in such Registration Statement or offering all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “Piggyback Registration”); provided, however, provided that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any equity securities and prior to the closing effective date of the Registration Statement filed in connection with such Piggyback Registration or the pricing date of such Underwritten Offeringoffering, BreitBurn as applicable, the Company shall determine for any reason not to undertake Register or sell or to delay Registration or offering of the equity securities covered by such Underwritten OfferingPiggyback Registration, BreitBurn may, at its election, the Company shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to Register or sell any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration or offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (y2) in the case of a determination to delay Registering or selling, in the absence of a request by any Holder to request that such Underwritten OfferingRegistration be effected as a Demand Registration under Section 2.01, shall be permitted to delay offering Registering or selling any Included Registrable Securities Securities, for the same period as the delay in Registering or selling the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant to this Section 2.03(a), the Company shall make such arrangements with the managing underwriter or underwriters so that each Holder may participate in such Underwritten Offering, subject to the conditions of Section 2.03(b). Any Selling If the offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such Selling Holder’s Registrable Securities arrangements so that each such Holder may, participate in such offering by giving on such basis, subject to the conditions of Section 2.03(b). Each Holder shall keep confidential the fact that a Piggyback Registration is in effect, the written notice referred to BreitBurn of such withdrawal up above and its contents unless and until otherwise notified by the Company, except (i) disclosures that are necessary to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together comply with any Affiliates law, rule or swap counterparties of regulation, including formal and informal investigations or requests from any regulatory authority and (ii) if and to the extent such Holder) holds less than $10 million of Purchased Units, based on matters are publicly disclosed by the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeCompany.

Participation. If BreitBurn proposes Subject to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 terms of this Agreement, or BreitBurn if the Company proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering register for its own account and/or another Personany of its equity securities in connection with a public offering of such securities, then as soon as practicable but not less than three or if any registration of equity securities is requested pursuant to the Convertible Notes Registration Rights or by other current or future investors in the Company, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) registration statement under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as for purposes of effecting a public offering of securities of the case may be, then BreitBurn shall give notice Company (including, but not limited to, notification by electronic mail) registration statements relating to any primary or secondary offering of securities of the Company, but excluding registration statements relating to any registration under Section 1.2 or Section 1.4 of this Agreement or to any employee benefit plan or a corporate reorganization), and shall afford each such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the Holder an opportunity to include in such Underwritten Offering registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within ten (10) Business Days after receipt of the above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request wishes to include in writing; provided, however, that if BreitBurn has been advised such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Managing Underwriter that Company or any subsequent investors, such Holder shall nevertheless continue to have the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated right to include any Registrable Securities in any Underwritten Offering unless subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No shareholder of the Company shall hereafter be granted piggyback registration rights that are superior to those of the Holders request inclusion without prior written consent of Holders who hold or would upon conversion of the Preferred Shares hold Registrable Securities representing at least $5 million sixty percent (60%) of the number of shares of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeoutstanding.

Participation. If BreitBurn at any time after the expiration of the Lock Up Period the Company proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than including the Shelf Registration Statement contemplated by Section 2.1 of this Agreement2.01, or BreitBurn proposes to file (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three five Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act), (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, statement as the case may be, then BreitBurn then, the Company shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten OfferingStock, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed deemed to be received by such HolderHolders on the next Business Day. Each such Holder shall then have three (3) Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms deemed receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedOffering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn the Company of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn the Partnership proposes to file (i) a registration statement or (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.1 and Holders may be included in the offering to which such prospectus supplement relates without the filing of this Agreement, or BreitBurn proposes a post-effective amendment to file a registration statement, other than a shelf registration statementsuch Shelf Registration Statement, in either each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Partnership to prepare the filing of (x) any preliminary prospectus supplement relating documents to be used in connection with such Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Partnership shall give notice (including, but not limited to, including notification by electronic mail) of such proposed Underwritten Offering to each Holder holding at least 5% of the Holders then-outstanding Registrable Securities and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided2.03(b). Subject to Section 2.03(b), further, that BreitBurn the Partnership shall not be obligated to include any in such Underwritten Offering all included Registrable Securities in any Underwritten Offering unless with respect to which the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(aPartnership has received requests within two (2) to Holders shall be provided on a Business Days (or one (1) Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of connection with a “bought deal” or an “overnight transactionovernight” where no preliminary prospectus is usedUnderwritten Offering) after the Partnership’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Partnership of such withdrawal up at or prior to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn the Partnership proposes to file undertake a prospectus supplement to an effective shelf registration statement, other than (i) primary Underwritten Offering within three years from the date the Registration Statement contemplated by Section 2.1 of this Agreement, becomes or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale is declared effective or (ii) secondary Underwritten Offering of Common Units in an Underwritten Offering for by USA Compression Holdings, LLC or its own account and/or another Personsuccessors, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Partnership to prepare the filing of documents to be used in connection with either clause (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is usedi) or clause (zii) such registration statementabove, as the case may be, then BreitBurn Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $25.0 million of the Holders then-outstanding Registrable Securities and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that the number of Included Registrable Securities shall at least equal $25.0 million of Registrable Securities; provided, further, that the Partnership shall not be required in connection with clause (ii) above to include the Registrable Securities of the Holders in any registration statement prior to the expiration of the lock-up agreement as set forth in the Distribution Reinvestment and Lock-Up Agreement by and between the Partnership and the holders party thereto; and provided, further, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering). The Any notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such the Holder. Each such Holder shall then have three two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Partnership of such withdrawal up at or prior to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn the Company at any time after the IPO proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering Company Shares for its own account and/or another Personor for the account of any other Persons (other than (i) a Registration under Section 3.01 or Section 3.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 3.01 or Section 3.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (iii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “Company Public Sale”), then, (A) as soon as practicable (but not in no event less than three Business Days 60 days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under Registration Statement), the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to Investor Holdco, RockPile Holdco, the White Deer Holder and all Demand Parties and shall offer Investor Holdco, RockPile Holdco, the White Deer Holder and all Demand Parties the opportunity to Register under such Registration Statement such number of Registrable Securities as Investor Holdco, RockPile Holdco, the White Deer Holder and such Demand Parties may request in writing (provided (i) that the number of Registrable Securities Registered by Investor Holdco pursuant to this section Section 3.03(a) shall be pro rata among members of Investor Holdco based on the Registrable Securities beneficially owned by each such member of Investor Holdco, unless such member of Investor Holdco otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03, (ii) the number of Registrable Securities requested to be included by RockPile Holdco and the White Deer Holder pursuant to this section Section 3.03(a) shall be pro rata from each RockPile Holder based on each such Holders’ beneficial ownership of Registrable Securities unless all RockPile Holders have provided the Company with written consent to such request) delivered to the Holders Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 3.03(c), as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the remaining Holders, and such notice shall offer the Holders each such Holder the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting within ten (10) days of delivery of such written notice by the Company. Subject to Section 3.03(b) and (c), the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “Piggyback Registration”); provided, however, provided that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any equity securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingPiggyback Registration, BreitBurn the Company shall determine for any reason not to undertake Register or to delay Registration of the equity securities covered by such Underwritten OfferingPiggyback Registration, BreitBurn may, at its election, the Company shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of a Demand Party, to request that such Registration be effected as a Demand Registration under Section 3.01, and (y2) in the case of a determination to delay Registering, in the absence of a request by a Demand Party, that such Underwritten OfferingRegistration be effected as a Demand Registration under Section 3.01, shall be permitted to delay offering Registering any Included Registrable Securities Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 3.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 3.03(b) and (c). Any Selling If the offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 3.03(a), and each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of a Piggyback Registration pursuant to this Section 3.03(a) must, and the Company shall make such Selling Holder’s Registrable Securities arrangements so that each such Holder may, participate in such offering by giving written notice on such basis, subject to BreitBurn the conditions of Section 3.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such withdrawal up Registration Statement. For the avoidance of doubt, each of the RockPile Holders shall be permitted to and including participate in any Piggyback Registration in accordance with this Section 3.03 prior to the time expiration of pricing of the RockPile Lockup Period provided that Investor Holdco has requested its Registrable Securities be included in such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn MarkWest, MarkWest Hydrocarbon or any subsidiary of MarkWest Hydrocarbon at any time proposes to (i) file a prospectus supplement to an effective shelf registration statementstatement with respect to an Underwritten Offering of Common Units, (ii) register any Common Units for its own account for sale to the public in an Underwritten Offering other than than, in the Registration Statement contemplated by Section 2.1 case of this Agreementclause (ii), (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or BreitBurn proposes to file (c) a registration statementon any registration form which does not permit secondary sales, or (iii) register any Common Units on behalf of any other than a shelf registration statement, in either case, person for the sale of Common Units in an Underwritten Offering for its own account and/or another PersonOffering, then then, as soon as practicable but not less than three Business Days prior following the engagement of counsel by MarkWest to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under the Securities ActOffering, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn MarkWest shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”); provided, however, that if BreitBurn MarkWest shall not be required to offer such opportunity to Holders to the extent MarkWest has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material materially adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offeringUnits. The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed by such the Holder. Each Subject to Section 2.02(b), MarkWest shall include in such Holder shall then have three Business Days after receiving Underwritten Offering all such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have (“Included Registrable Securities”) with respect to which MarkWest has received requests within one Business Day after such Holder confirms receipt of the MarkWest’s notice to request inclusion of Registrable Securities has been delivered in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedaccordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn MarkWest shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn MarkWest may, at its election, give written notice of such determination to the Selling Holders and, (xi) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (yii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn MarkWest of such withdrawal up to and including the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a2.02(a) shall terminate when unless such Holder (together with any Affiliates or swap counterparties of such Affiliate that owns Registrable Securities and is a Selling Holder) holds less than at least $10 5 million of Purchased Units, based on Registrable Securities in such offering (determined by multiplying the Commitment Amountsnumber of Registrable Securities owned by the average of the closing price for Common Units for the ten (10) trading days preceding the date of such notice). Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn the Company requesting that such Holder not receive notice from BreitBurn the Company of any proposed Underwritten Offering; provided that any such Holder may later revoke any such notice.

Participation. If BreitBurn MarkWest, MarkWest Hydrocarbon or any subsidiary of MarkWest Hydrocarbon at any time proposes to (i) file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes statement with respect to file a registration statement, other than a shelf registration statement, in either case, for the sale an Underwritten Offering of Common Units for its own account or (ii) register any Common Units for its own account for sale to the public in an Underwritten Offering for its own account and/or another Personother than, then in the case of clause (ii), (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration on any registration form which does not permit secondary sales, then, as soon as practicable but not less than three Business Days prior following the engagement of counsel by MarkWest to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under the Securities ActOffering, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn MarkWest shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”); provided, however, that if BreitBurn MarkWest shall not be required to offer such opportunity to Holders to the extent MarkWest has been advised in writing by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material materially adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offeringUnits. The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed by such the Holder. Each Subject to Section 2.02(b), MarkWest shall include in such Holder shall then have three Business Days after receiving Underwritten Offering all such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have (“Included Registrable Securities”) with respect to which MarkWest has received requests within one Business Day after such Holder confirms receipt of the MarkWest’s notice to request inclusion of Registrable Securities has been delivered in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedaccordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn MarkWest shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn MarkWest may, at its election, give written notice of such determination to the Selling Holders and, (xi) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (yii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn MarkWest of such withdrawal up to and including the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a2.02(a) shall terminate when unless such Holder (together with any Affiliates or swap counterparties of such Affiliate that owns Registrable Securities and is a Selling Holder) participating therein (i) held at least 335,000 Registrable Securities as of the Closing and (ii) holds less than $10 million at least 100,000 Registrable Securities as of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that date such Holder not receive notice from BreitBurn of any proposed returns its request for inclusion in such Underwritten Offering; provided that such Holder may later revoke any such noticeOffering within the specified time set forth in this Section 2.02(a).

Participation. If BreitBurn Veralto proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Veralto Common Units in an Underwritten Offering Stock for its own account and/or another Personfor the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, then as soon as practicable but not less than three Business Days prior to the filing of (xii) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 424(b) 145 under the Securities Act, (yiii) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(bany form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) under in connection with any dividend reinvestment or similar plan, (v) for the Securities Act (if no preliminary prospectus supplement is used) sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (zvi) such registration statementin which the only Veralto Common Stock being Registered is Veralto Common Stock issuable upon conversion of debt securities that are also being Registered) (an “Veralto Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the case may beproposed date of filing such Registration Statement), then BreitBurn Veralto shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each Holder, and such notice shall offer the such Holders the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), Veralto shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. Ifif, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn Veralto shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn Veralto may, at its election, give written notice of such determination to the Selling Holders each such Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay such Underwritten OfferingRegistration, shall be permitted to delay offering Registering any Included Registrable Securities for the same period as the delay in Registering such other shares of Veralto Common Stock. No Registration effected under this Section 2.2 shall relieve Veralto of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering. Any Selling , then each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice a Piggyback Registration pursuant to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall, and Veralto shall terminate when use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder (together with may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any Affiliates or swap counterparties of such Holderother basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) holds less than $10 million of Purchased Unitsshall, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) and Veralto shall use reasonable best efforts to BreitBurn requesting coordinate arrangements so that each such Holder may, participate in such offering on such basis. ▇▇▇▇▇▇▇’s filing of a Shelf Registration shall not receive notice from BreitBurn be deemed to be an Veralto Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Veralto Common Stock for its own account and/or for the account of any proposed Underwritten Offeringother Persons will be an Veralto Public Sale unless such offering qualifies for an exemption from the Veralto Public Sale definition in this Section 2.2(a); provided provided, further that if Veralto files a Shelf Registration for its own account and/or for the account of any other Persons, Veralto agrees that it shall use its reasonable best efforts to include in such Holder Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later revoke any such noticetime through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If BreitBurn at any time USEG proposes to file (i) at a prospectus supplement to an effective shelf time when USEG is not a WKSI, a registration statement, other than the statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1 of this AgreementAgreement that is currently effective, or BreitBurn proposes (ii) a prospectus supplement to file a registration statement, other than a an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USEG is a WKSI at such time or, whether or not USEG is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in either each case, for the sale of Common Units Stock in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration statement on any registration form which does not permit secondary sales, then as soon as practicable but USEG shall give not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn shall give advance notice (including, but not limited to, notification by electronic e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to the Holders each Holder, and such notice shall offer the Holders such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”); provided, however, that if BreitBurn USEG has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the offering price, timing or probability of success of the distribution of the Common Units Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) ). If USEG is not required to offer the opportunity for a Piggyback Registration in respect of this Agreement; provideda proposed Underwritten Offering as a result of the circumstance described in the immediately preceding sentence, furtherthen USEG shall nevertheless be required to furnish to such Holders the Piggyback Notice in respect of such proposed Underwritten Offering, which notice shall describe USEG’s intention to conduct an Underwritten Offering and, if the determination described in the immediately preceding sentence has been made at the time that BreitBurn the Piggyback Notice is required to be given by USEG, shall include notification that the Holders do not be obligated have the opportunity to include any Registrable Securities in any such Underwritten Offering unless because USEG has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders request inclusion will have an adverse effect on the offering price, timing or probability of at least $5 million success of the distribution of the Common Stock in the Underwritten Offering. If the circumstance described in the immediately preceding sentence is made after the Piggyback Notice has been given, then USEG shall notify the Holders who were provided such Piggyback Notice (or if the two Business Day period referred to in the next sentence has lapsed, the Holders who have timely elected to include Registrable Securities in such offering) in writing of such circumstance and the aggregate number of Registrable Securities, if any, that can be included in such offering. The notice required to be provided in this Section 2.2(a) to Holders Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.1 hereof and confirmation of receipt of such notice shall be confirmed by such Holderrequested in the notice. Each such The Holder shall then will have three two Business Days after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn USEG shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn USEG may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn USEG of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Any Holder may deliver written notice (an a “Opt Piggyback Opt-Out Notice”) to BreitBurn USEG requesting that such Holder not receive notice from BreitBurn USEG of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such noticePiggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), USEG shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USEG pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If BreitBurn at any time Atlas proposes to file (i) a shelf registration statement other than the Registration Statement (in which event Atlas covenants and agrees to include thereon a description of the transaction under which the Purchasers acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 2.01 of this AgreementAgreement and Holders may be included without the filing of a post-effective amendment thereto, or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Atlas shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities Common Units (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn Atlas has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn Atlas shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn Atlas may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn Atlas of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a2.02(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds holds, directly or indirectly, including pursuant to a total return swap or similar transaction, less than $10 million 15 million, in aggregate, of Purchased UnitsRegistrable Securities, based on the Commitment AmountsCommon Unit Price. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn Atlas requesting that such Holder not receive notice from BreitBurn Atlas of any proposed Underwritten Offering; provided provided, that such Holder may later revoke any such notice. Any Holder that owns Registrable Securities indirectly through a total return swap or similar transaction at the time of receipt of notice of a proposed Underwritten Offering pursuant to this Section 2.02(a) shall be eligible to participate in an Underwritten Offering as set forth in this Section 2.02(a); provided, that, to the extent required under the Securities Act or other applicable law to permit such participation, such Holder agrees to unwind such total return swap or similar transaction to the reasonable satisfaction of Atlas in a manner to allow such Holder to sell any Registrable Securities subject to such total return swap or similar transaction in such Underwritten Offering, free and clear of all liens, encumbrances, equities or claims.

Participation. If BreitBurn at any time after 120 days after the Closing Date the Partnership proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes to file (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders in the amounts requested by the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn the Partnership of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) are subject to a minimum request for inclusion of $5 million and shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 15 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Opt-Out Notice”) to BreitBurn the Partnership requesting that such Holder not receive notice from BreitBurn the Partnership of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn the Company at any time proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act or to conduct a Public Offering with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering its equity securities for its own account and/or another Personor for the account of any other Persons (other than (i) a Registration under Section 3.2 of which the Holder has received a Shelf Registration Notice pursuant to Section 3.2.2, then (ii) a Registration on Form S-4 or Form S-8 or any successor form to such Forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement or (iv) pursuant to a rights offering), then, as soon as practicable (but not in no event less than three two (2) Business Days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities ActRegistration Statement or, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as in the case may beof any such Public Offering, then BreitBurn the anticipated pricing or trade date), the Company shall give written notice (including, but not limited to, notification by electronic maila “Piggyback Notice”) of such proposed Underwritten filing or Public Offering to the Holders all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to include register under such Registration Statement, or to sell in such Underwritten Offering Public Offering, such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 3.3.2 and the terms of the Management Agreement, the Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that are requested to be included therein within three (3) Business Days after the receipt by such Holder of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering register or sell any securities and prior to the closing effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Underwritten Public Offering, BreitBurn the Company shall determine for any reason not to undertake register or sell or to delay Registration or the sale of such Underwritten Offeringsecurities, BreitBurn may, at its election, the Company shall give written notice of such determination to the Selling Holders each Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten Offeringregister or sell, shall be relieved of its obligation to register or sell any Included Registrable Securities in connection with such terminated Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten OfferingShelf Takedown under Section 3.2, as the case may be, and (yii) in the case of a determination to delay such Registration or sale, in the absence of a request for a Demand Registration or an Underwritten OfferingShelf Takedown, as the case may be, shall be permitted to delay offering registering or selling any Included Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the Underwritten Offeringoffering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any Selling Holder shall have the right to withdraw such Selling Holder’s all or part of its request for inclusion of such Selling Holder’s its Registrable Securities in such offering a Piggyback Registration by giving written notice to BreitBurn the Company of its request to withdraw; provided, that such request must be made in writing prior to the effectiveness of such withdrawal up Registration Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red ▇▇▇▇▇▇▇” Prospectus, if applicable, and including the time of anticipated pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticetrade date.

Participation. If BreitBurn MarkWest, other than in connection with the Hydrocarbon Acquisition, at any time proposes to (i) file a prospectus supplement to an effective shelf registration statementstatement with respect to an Underwritten Offering of Common Units, (ii) register any Common Units for its own account for sale to the public in an Underwritten Offering other than than, in the Registration Statement contemplated by Section 2.1 case of this Agreementclause (ii), (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or BreitBurn proposes to file (c) a registration statementon any registration form which does not permit secondary sales, or (iii) register any Common Units on behalf of any other than a shelf registration statement, in either case, person for the sale of Common Units in an Underwritten Offering for its own account and/or another PersonOffering, then then, as soon as practicable but not less than three Business Days prior following the engagement of counsel by MarkWest to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under the Securities ActOffering, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn MarkWest shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn MarkWest shall not be required to offer such opportunity to Holders to the extent MarkWest has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material materially adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offeringUnits. The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed by such the Holder. Each Subject to Section 2.02(b), MarkWest shall include in such Holder shall then have three Business Days after receiving Underwritten Offering all such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have (“Included Registrable Securities”) with respect to which MarkWest has received requests within one Business Day after such Holder confirms receipt of the MarkWest’s notice to request inclusion of Registrable Securities has been delivered in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedaccordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn MarkWest shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn MarkWest may, at its election, give written notice of such determination to the Selling Holders and, (xi) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (yii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn MarkWest of such withdrawal up to and including the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a2.02(a) shall terminate when unless such Holder (together with any Affiliates or swap counterparties of such Affiliate that owns Registrable Securities and is a Selling Holder) holds less than at least $10 5 million of Purchased Units, based on Registrable Securities in such offering (determined by multiplying the Commitment Amountsnumber of Registrable Securities owned by the average of the closing price for Common Units for the ten (10) trading days preceding the date of such notice). Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn the Company requesting that such Holder not receive notice from BreitBurn the Company of any proposed Underwritten Offering; provided that any such Holder may later revoke any such notice.

Participation. If BreitBurn At any time after the Closing, if PubCo at any time proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act or to conduct a Public Offering with respect to any offering of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering its equity securities for its own account and/or another Personor for the account of any other Persons (other than (i) a Registration under Sections 3.1 or 3.2, then (ii) a Registration on Form F-▇, ▇▇▇▇ ▇-▇ or Form S-8 or any successor form to such forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of PubCo or its subsidiaries pursuant to any employee share plan or other employee benefit plan arrangement), then, as soon as practicable (but not in no event less than three five (5) Business Days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities ActRegistration Statement or, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as in the case may beof a Public Offering under a Shelf Registration Statement, then BreitBurn the anticipated pricing or trade date), PubCo shall give written notice (including, but not limited to, notification by electronic maila “Piggyback Notice”) of such proposed Underwritten filing or Public Offering to the Holders all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to include register under such Registration Statement, or to sell in such Underwritten Offering Public Offering, such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 3.3.2, PubCo shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that are requested to be included therein within three (3) Business Days after the receipt by such Holder of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering register or sell any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn shall determine or the pricing or trade date of a Public Offering under a Shelf Registration Statement, PubCo determines for any reason not to undertake register or sell or to delay the Registration or sale of such Underwritten Offeringsecurities, BreitBurn may, at its election, PubCo shall give written notice of such determination to the Selling Holders each Holder and, thereupon, (x) in the case of a determination not to undertake such Underwritten Offeringregister or sell, shall be relieved of its obligation to register or sell any Included Registrable Securities in connection with such terminated Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten OfferingShelf Takedown under Section 3.2, as the case may be, and (y) in the case of a determination to delay such Registration or sale, in the absence of a request for a Demand Registration or an Underwritten OfferingShelf Takedown, as the case may be, shall be permitted to delay offering registering or selling any Included Registrable Securities Securities, for the same period as the delay in the Underwritten Offeringregistering or selling such other securities. Any Selling Holder shall have the right to withdraw such Selling Holder’s all or part of its request for inclusion of such Selling Holder’s its Registrable Securities in such offering a Piggyback Registration by giving written notice to BreitBurn PubCo of such withdrawal up its request to and including withdraw, prior to the time applicable Registration Statement becoming effective or, in connection with an Underwritten Shelf Takedown, the execution of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticerelated underwriting agreement.

Participation. If BreitBurn the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 2.01(a) of this AgreementAgreement and Holders may be included without the filing of a post-effective amendment thereto, or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statement, in either each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Partnership to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $30 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The Any notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holder until such proposed Underwritten Offering is (i) publicly announced or (ii) such Holder receives notice that such proposed Underwritten Offering has been abandoned, which such notice shall be provided promptly by the Partnership to each Holder. Each such Holder shall then have three two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.Underwritten

Participation. If BreitBurn the Company at any time proposes to file a prospectus supplement Registration Statement with respect to any Company Public Sale (other than (i) a Registration Statement proposed to be filed in connection with the IPO, (ii) a Registration under Section 2.01 or Section 2.02, it being understood that this clause (ii) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02 or otherwise limit the applicability thereof, (iii) a Registration Statement on Form F-4 or Form S-8, (iv) a registration of securities solely relating to an effective shelf offering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (v) a registration statementnot otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities, other than the (vi) a Registration Statement contemplated by Section 2.1 relating solely to dividend reinvestment or similar plans or (vii) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of this Agreementdebt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Company Shares into which such notes may be converted or exchanged), or BreitBurn proposes to file a registration statementthen, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then (A) as soon as practicable (but not in no event less than three Business Days thirty (30) days prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under Registration Statement), the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders Shareholder, and such notice shall offer the Holders Shareholder the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities as the Shareholder may request in writing delivered to the Company within ten (10) days of delivery of such written notice by the “Included Company, and (B) subject to Section 2.03(c), as soon as practicable after the expiration of such ten (10) day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than the Shareholder), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities”) Securities as each such Holder may request in writingwriting within ten (10) days of delivery of such written notice by the Company. Subject to Sections 2.03(b) and (c), the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “Piggyback Registration”); provided, howeverthat, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any equity securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingPiggyback Registration, BreitBurn the Company shall determine for any reason not to undertake Register or to delay Registration of the equity securities covered by such Underwritten OfferingPiggyback Registration, BreitBurn may, at its election, the Company shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), without prejudice, however, to the rights of the Shareholder to request that such Registration be effected as a Demand Registration under Section 2.01, and (y2) in the case of a determination to delay Registering, in the absence of a request by the Shareholder to request that such Underwritten OfferingRegistration be effected as a Demand Registration under Section 2.01, shall be permitted to delay offering Registering any Included Registrable Securities Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). Any Selling If the offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such Selling Holder’s Registrable Securities arrangements so that each such Holder may, participate in such offering by giving written notice on such basis, subject to BreitBurn the conditions of Section 2.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeRegistration Statement.

Participation. If BreitBurn proposes The Company shall promptly give written notice to file all other Eligible Holders upon receipt of a prospectus supplement request for a Demand Registration pursuant to an effective shelf registration statementSection 2(a) above. Such other Eligible Holders may, by written notice to the Company and the Initiating Holder, within thirty (30) business days of the Company's notice, elect to join in a request for a Demand Registration pursuant to Section 2(a) above, with respect to any number of shares of Registrable Securities owned by such Eligible Holder. The Registrable Securities of the other than Eligible Holders being offered in such Demand Registration shall be treated pari passu with the Registration Statement contemplated Registrable Securities being offered by Section 2.1 the Initiating Holder for all purposes including "underwriter's cutbacks" under subsection (e) of this Agreement, Section and any such request by an Eligible Holder shall not be treated as either a request by such Eligible Holder for a Piggyback Registration under Section 3 or BreitBurn proposes to file as a registration statement, other than request by such Eligible Holder for a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) Demand Registration under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn this Section 2. The Company shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering Demand Registration such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion shares of Registrable Securities for sale which it has received written requests to register such shares within thirty (30) days after such written notice has been given, provided that all the Registrable Securities for which the benefit Initiating Holder and the other Eligible Holders have requested registration shall be covered by such registration statement before any other securities are included. In addition, the Company shall promptly give written notice to all eligible Holders upon receipt of a request for a demand registration by any Person (such Person, the "Initiating Person") pursuant to any other registration rights agreement with the Company (whether such other registration rights agreement is entered into before or after the date hereof). Each Eligible Holder may, by written notice to the Company, within thirty (30) business days of the Holders will have Company's notice, elect to request a material adverse effect on the priceDemand Registration pursuant to Section 2(a) above, timing or distribution of the Common Units in the Underwritten Offering, then the amount with respect to any shares of Registrable Securities to be owned by such Eligible Holder. The Registrable Securities of the Eligible Holders being offered for the accounts of Holders in such Demand Registration shall be determined based on treated pari passu with the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn registrable securities being offered by the Initiating Person for all purposes including "underwriter's cutbacks" and any such request by an Eligible Holder shall not be obligated treated as either a request by such Eligible Holder for a Piggyback Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Section 2. Further, the selection of the managing underwriter and the underwriters for the demand registration requested by the Initiating Person shall be subject to include any Registrable Securities the approval of a majority in interest of the Eligible Holders participating in any Underwritten Offering unless the Holders request inclusion of at least $5 million underwritten offering. The Company shall include in such demand registration such shares of Registrable Securities in for which it has received written requests to register such offering. The notice required to be provided in this Section 2.2(ashares within thirty (30) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day days after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to has been given, provided that all the closing of such Underwritten Offering, BreitBurn shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for which the same period as Initiating Person and the delay in the Underwritten Offering. Any Selling Holder Eligible Holders have requested registration shall have the right to withdraw be covered by such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with registration statement before any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeother securities are included.

Participation. If BreitBurn the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 2.01(a) of this Agreement, and Holders may be included without the filing of a post-effective amendment thereto, or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statement, in either each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Partnership to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $25 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The Any notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holder until such proposed Underwritten Offering is (i) publicly announced or (ii) such Holder receives notice that such proposed Underwritten Offering has been abandoned, which such notice shall be provided promptly by the Partnership to each Holder. Each such Holder shall then have three two (2) Business Days (or one (1) Business Day in connection with any overnight or bought deal Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Partnership of such withdrawal up at or prior to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.such

Participation. If BreitBurn at any time CEI proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 2.01 of this Agreement, or BreitBurn proposes to file (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units Stock in an Underwritten Offering for its own account and/or another Personaccount, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn CEI shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn CEI has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts account of Holders shall be determined based on the provisions of Section 2.2(b2.02(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof 3.01 hereof, and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal,” “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn CEI shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn CEI may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn CEI of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights No Holder shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a2.02(a) shall terminate when unless such Holder (together with any Affiliates or swap counterparties Affiliate of such Holder) holds less than participating therein held at least $10 million 10,000,000 of Purchased UnitsCommon Stock as of the Closing Date, based on the Commitment Amountsa valuation price of $0.7164 per share of Common Stock. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn CEI requesting that such Holder not receive notice from BreitBurn CEI of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such notice.

Participation. If BreitBurn So long as a Holder has Registrable Securities, if the Corporation proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statementShelf Registration Statement relating to the sale of equity securities of the Corporation, other than the a Registration Statement contemplated by by Section 2.1 2.01 and Holders may be included without the filing of this Agreementa post-effective amendment thereto, or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statementstatement and other than a registration statement on Forms S-4 or S-8 and any successor forms, in either each case, for the sale of Common Units Shares in an Underwritten Offering for its own account and/or or that of another Person, or both, then as soon as practicable but not less than three Business Days prior to promptly following the filing selection of (x) any preliminary prospectus supplement relating to the Managing Underwriter for such Underwritten Offering, the Corporation shall give notice of such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders each Holder and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Corporation has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units Shares in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Corporation shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The Any notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such the Holder. Each such Holder shall then have three Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Corporation may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Corporation of such withdrawal up at or prior to and including one Business Day before the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Any Holder may deliver written notice (an “Opt Opt-Out Notice”) to BreitBurn the Corporation requesting that such Holder not receive notice from BreitBurn the Corporation of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such noticeOpt-Out Notice in writing prior to one Business Day before the time of pricing of such Underwritten Offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Corporation shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Corporation pursuant to this Section 2.02(a).

Participation. If BreitBurn at any time during the Registration Term the Company proposes to file a prospectus supplement Registration Statement with respect to an effective shelf registration statementshares of Common Stock for its own account, for sale to the public, or to register shares of Common Stock for stockholders of the Company other than the Holders, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement a registration on Form S-8 relating solely to such Underwritten Offering pursuant employee benefit plans, (y) a registration relating solely to a transaction contemplated by Rule 424(b) 145 under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such a registration statementon any registration form which does not permit secondary sales, as the case may be, then BreitBurn Company shall give prompt notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering registration to the Holders each Holder and such notice shall offer each Holder (or any Holder who is not participating in the Holders proposed Registration Statement) the opportunity to include in such Underwritten Offering registration such number of Registrable Securities consisting of Common Stock (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have writing (a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering“Piggyback Registration”). The notice required to be provided in this Section 2.2(a2.1(b)(i) to Holders each Holder shall be provided on a Business Day pursuant to Section 3.1 hereof 3.3 and receipt of such notice shall be confirmed by such each Holder. Each such Holder shall then have three Business Days after receiving such notice 10 days to request inclusion of the Included Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedregistration. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering a registration and prior to the closing of such Underwritten Offeringregistration, BreitBurn the Company shall determine for any reason not to undertake or to delay such Underwritten Offeringregistration, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offeringregistration, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offeringregistration, and (y) in the case of a determination to delay such Underwritten Offeringregistration, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offeringregistration. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn the Company of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under A Piggyback Registration shall not be considered a Demand Registration or Shelf Takedown for purposes of Section 2.1(a) of this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeAgreement.

Participation. If BreitBurn proposes to file a prospectus supplement to an effective shelf registration statementat any time after the final closing date of the Merger, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn Company proposes to file a registration statement, other than a shelf registration statement, in either case, statement for the sale of Common Units Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three ten Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (but only to the extent that such Registrable Securities are not then subject to lock-up provisions under any lock-up or similar agreement); provided, however, that if BreitBurn the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in Stock offered by the Underwritten OfferingCompany under such registration statement, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.02 hereof and receipt of such notice shall be confirmed deemed to be received by such HolderHolders on the next Business Day. Each such Holder shall then have three (3) Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms deemed receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedOffering. If no request for inclusion from a Holder is received within the specified time, then such Holder shall have no further right to participate in such Underwritten Offering. If a Holder decides not include some or all of its Registrable Securities in any registration statement filed by the Company as described in this Section 2.02(a), such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering by the Company of its securities, all upon the terms and conditions set forth herein. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn the Company of such withdrawal up to and including the time of pricing of date immediately preceding the date on which the underwriters price such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn SpinCo proposes to file a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 under the Securities Act with respect to any offering of this Agreement, SpinCo Common Stock or BreitBurn proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale equity securities of Common Units in an Underwritten Offering SpinCo for its own account and/or another Personfor the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, then as soon as practicable but not less than three Business Days prior to the filing of (xii) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 424(b) 145 under the Securities Act, (yiii) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(bany form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) under in connection with any dividend reinvestment or similar plan, (v) for the Securities Act (if no preliminary prospectus supplement is used) sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (zvi) such registration statementin which the only SpinCo Common Stock being Registered is SpinCo Common Stock issuable upon conversion of debt securities that are also being Registered) (a “SpinCo Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the case may beproposed date of filing such Registration Statement), then BreitBurn SpinCo shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering filing to the Holders each Holder, and such notice shall offer the such Holders the opportunity to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), SpinCo shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within ten (10) days after the receipt of any such notice; provided, however, that if BreitBurn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. Ifif, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, BreitBurn SpinCo shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, BreitBurn may, at its election, SpinCo shall give written notice of such determination to the Selling Holders each such Holder and, thereupon, (xi) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay such Underwritten OfferingRegistration, shall be permitted to delay offering Registering any Included Registrable Securities for the same period as the delay in the Underwritten OfferingRegistering such other shares of SpinCo Common Stock. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights No Registration effected under this Section 2.2(a) 2.2 shall terminate when such Holder (together with relieve SpinCo of its obligation to effect any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on Demand Registration under Section 2.1. If the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such , then each Holder may later revoke any such notice.making a request for a Piggyback Registration pursuant to this

Participation. If BreitBurn the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 2.01(a) of this AgreementAgreement and Holders may be included without the filing of a post-effective amendment thereto, or BreitBurn proposes to file (iii) a registration statement, other than a shelf registration statement, in either each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior following the engagement of counsel by the Partnership to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under Offering, the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $10.0 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer the such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The Any notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.01 hereof and receipt of such notice shall be confirmed by such the Holder. Each such Holder shall then have three two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering Underwritten Offering by giving written notice to BreitBurn the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Any Holder may deliver written notice (an “Opt Opt-Out Notice”) to BreitBurn the Partnership requesting that such Holder not receive notice from BreitBurn the Partnership of any proposed Underwritten Offering; provided provided, however, that such Holder may later revoke any such noticeOpt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. If BreitBurn proposes to file a prospectus supplement to an effective shelf registration statement, other than at any time after the Registration Statement contemplated by Section 2.1 expiration of this Agreement, or BreitBurn the First Lock-up Period the Company proposes to file a registration statement, other than a shelf registration statement, in either case, statement for the sale of Common Units Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three ten Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn Company shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (but only to the extent that such Registrable Securities are not then subject to lock-up provisions under the Lock-up and Voting Agreements); provided, however, that if BreitBurn the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material an adverse effect on the price, timing or distribution of the Common Units in Stock offered by the Underwritten OfferingCompany under such registration statement, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering2.02(b). The notice required to be provided in this Section 2.2(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 3.02 hereof and receipt of such notice shall be confirmed deemed to be received by such HolderHolders on the next Business Day. Each such Holder shall then have three (3) Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms deemed receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is usedOffering. If no request for inclusion from a Holder is received within the specified time, then such Holder shall have no further right to participate in such Underwritten Offering. If a Holder decides not include some or all of its Registrable Securities in any registration statement filed by the Company as described in this Section 2.02(a), such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering by the Company of its securities, all upon the terms and conditions set forth herein. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn the Company of such withdrawal up to and including the time of pricing of date immediately preceding the date on which the underwriters price such such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such notice.

Participation. If BreitBurn ETE at any time proposes to file a registration statement or a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes statement with respect to file a registration statement, other than a shelf registration statement, in either case, for the sale an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering for its own account and/or another Personother than (x) a registration relating solely to employee benefit plans, then (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, then, as soon as practicable but not less than three Business Days prior following the engagement of counsel to ETE to prepare the filing of (x) any preliminary prospectus supplement relating documents to such be used in connection with an Underwritten Offering pursuant to Rule 424(b) under the Securities ActOffering, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then BreitBurn ETE shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Registration”); provided, however, that ETE shall not be required to offer such opportunity to Holders if BreitBurn ETE has been advised by the a Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units Units. Subject to the preceding sentence and subject to Section 2.02(b), ETE shall include in the such Underwritten Offering, then the amount of Offering all such Registrable Securities (“Included Registrable Securities”) with respect to be offered for the accounts of Holders shall be determined based on the provisions of which ETE has received requests within ten days after ETE’s notice has been delivered in accordance with Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, BreitBurn ETE shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn ETE may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn ETE of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn ETE requesting that such Holder not receive notice from BreitBurn ETE of any proposed Underwritten Offering; provided provided, that such Holder may later revoke any such notice.

Participation. If BreitBurn Subject to Section 2(b), (i) if the Corporation proposes to file (1) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn proposes with respect to file a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering (for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is usedor otherwise) or (z2) a Shelf Registration with respect to an offering (for its own account or otherwise), in each case, whether on its own behalf or in connection with the exercise of any registration rights by any holder of Registrable Securities possessing such rights (other than (A) a registration statementrelating solely to an employee benefit plan or employee stock plan, as a dividend reinvestment plan, or a merger or a consolidation, (B) a registration incidental to an issuance of debt securities under Rule 144A, (C) a registration on Form S-4 or any successor form or (D) a registration on Form S-8 or any successor form), with respect to an Underwritten Offering (for its own account or otherwise) that includes any Registrable Securities or (ii) the case may beCorporation receives an Underwritten Shelf Take-Down Notice, then BreitBurn the Corporation shall give prompt notice (including, but not limited to, notification by electronic mailthe “Initial Notice”) of such proposed Underwritten Offering to the Holders MiTAC Stockholders, and such notice the MiTAC Stockholders shall offer the Holders the opportunity be entitled to include in such Registration Statement or such Underwritten Offering Shelf Take-Down the Registrable Securities held by them. The Initial Notice shall offer the MiTAC Stockholders the right, subject to Section 2(b) (the “MiTAC Piggyback Registration Right”), to register such number of shares of Registrable Securities as each such MiTAC Stockholders may request and shall set forth (A) the anticipated filing date of such Registration Statement or the anticipated launch date of such Underwritten Shelf Take-Down and (B) the aggregate number of Registrable Securities that is proposed to be included in such Registration Statement or such Underwritten Shelf Take-Down. Subject to Section 2(b), the Corporation shall include in such Registration Statement or Underwritten Shelf Take-Down such Registrable Securities for which it has received written requests to register within ten (10) days after the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if BreitBurn Initial Notice has been advised by given. Underwriters’ Cutback. Notwithstanding the Managing Underwriter foregoing, if the managing underwriter(s) of any proposed Underwritten Offering advises the Corporation, the Apollo Stockholders or the MiTAC Stockholders that the total or kind of securities that the MiTAC Stockholders and any other Persons intend to include in such offering (or Underwritten Shelf Take-Down, as applicable), or that the inclusion of certain holders of the Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on in such offering, would be reasonably likely to adversely affect the price, timing or distribution of the Common Units securities offered in the such offering (or Underwritten OfferingShelf Take-Down, as applicable), then the amount number of securities proposed to be included in such registration (or Underwritten Shelf Take-Down, as applicable) shall be allocated among the Corporation and the selling MiTAC Stockholders and other applicable holders of the Registrable Securities to be offered for (including the accounts Apollo Stockholders), such that the number of Holders securities that each such Person shall be determined based on the provisions of Section 2.2(b) of this Agreement; provided, further, that BreitBurn shall not be obligated entitled to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities sell in the Underwritten Offering (or Underwritten Shelf Take-Down, as applicable) shall be included in the following order: In the case of a “bought deal” an exercise of any registration rights by the Apollo Stockholders or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within any other holder of Registrable Securities possessing such rights: first, the specified timesecurities held by (A) the Apollo Stockholders or other Person(s) exercising such registration rights, such Holder shall have no further right and (B) the MiTAC ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ TEL ▇▇▇-▇▇▇-▇▇▇▇ FAX ▇▇▇-▇▇▇-▇▇▇▇ Stockholders or other applicable holders of registrable securities requested to participate be included in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior registration pursuant to the closing terms of such Underwritten Offeringthis Section 2 or pursuant to any other agreement containing piggyback registration rights, BreitBurn shall determine for any reason not to undertake or to delay such Underwritten Offering, BreitBurn may, at its election, give written notice pro rata based upon the number of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities requested to be registered by each such Person in connection with such terminated Underwritten Offeringregistration; and second, the securities to be issued and sold by the Corporation in such registration. In all other cases: first, the securities to be issued and sold by the Corporation in such registration; and second, the securities held by the MiTAC Stockholders or other applicable holders of registrable securities requested to be included in such registration pursuant to the terms of this Section 3 or pursuant to any other agreement containing piggyback registration rights (including the Apollo Stockholders), pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration. The provisions set forth in Sections 3(c), 3(d), 3(e) and 4 of Exhibit A to the Investor Rights Agreement shall apply to this letter agreement, mutatis mutandis, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period are incorporated by reference as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BreitBurn of such withdrawal up to and including the time of pricing of such offering. Each Holder’s rights under this Section 2.2(a) shall terminate when such Holder (together with any Affiliates or swap counterparties of such Holder) holds less than $10 million of Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn requesting that such Holder not receive notice from BreitBurn of any proposed Underwritten Offering; provided that such Holder may later revoke any such noticeif fully set forth herein.