Common use of Restrictions on Public Sale by Holders of Registrable Securities Clause in Contracts

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in an Underwritten Offering agrees to enter into a customary letter agreement with Underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the Underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating included in an Underwritten Offering the Shelf Registration Statement agrees not to enter into a customary letter agreement with Underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 calendar day lock-up period beginning on the date of contained in a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering; provided, however, that, notwithstanding the foregoing, Offering and (iii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on Regency or on the Company officers or the officers, directors or any other Affiliate unitholder of the Company Regency on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holderimposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder MLP Holdco and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities who is participating in an Underwritten Offering (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.10 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in an Underwritten Underwriting Offering included in a Registration Statement agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 forty-five (45) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that, notwithstanding the foregoing, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating included in an Underwritten Offering the Shelf Registration Statement agrees not to enter into a customary letter agreement with Underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 calendar day lock-up period beginning on the date of contained in a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) ETP gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering; provided, however, that, notwithstanding the foregoing, Offering and (iii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on ETP or on the Company officers or the officers, directors or any other Affiliate unitholder of the Company ETP on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holderimposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder MLP Holdco and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities who is participating in an Underwritten Offering (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least five percent of the then-outstanding Registrable Securities who is participating in an Underwritten Offering agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 a period not to exceed 60 calendar day period days beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed imposed; and (ii) the restrictions set forth in this Section 2.06 2.12 shall not apply to any Registrable Securities that are included otherwise sold in such connection with an Underwritten Offering by such Holderpursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities who is participating that participates in an Underwritten Offering agrees to will enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 calendar ninety (90) day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such any Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.06 2.09 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Selling Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in an Underwritten Offering agrees agrees, during the two year period following the Closing Date, to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 30 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such any Underwritten Offering; , provided, however, that, notwithstanding the foregoing, that (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate of the Company Partnership on whom a restriction is imposed and (iib) the restrictions set forth in this Section 2.06 2.7 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least the Minimum Amount of then-outstanding Registrable Securities who is participating in an Underwritten Offering (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company EVA or the officers, directors or any other Affiliate stockholders of the Company EVA on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least 2,000,000 units of the then-outstanding Registrable Securities who is participating in an Underwritten Offering Securities, subject to adjustment pursuant to Section 3.04, agrees not to enter into a customary letter agreement with Underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 30 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.10 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least one million of the then outstanding Registrable Securities who is participating in an Underwritten Offering (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities who is participating in an Underwritten Offering agrees to enter into a customary letter agreement with Underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the Underwriters on the Company Partnership or the officers, directors or any other Affiliate of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in agrees, if requested by the underwriters of an Underwritten Offering agrees Offering, to enter into a customary letter agreement with Underwriters such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such any Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating that participates in an Underwritten Offering agrees not to enter into a customary letter agreement with Underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 30 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering, or other prospectus (including any free writing prospectus) containing the terms of the pricing of such Underwritten Offering other than sales or distributions pursuant to such Underwritten Offering; provided, however, that, notwithstanding the foregoing, (i) provided that the duration of the foregoing restrictions restriction shall be no longer than shortened or extended, as applicable, to match the duration of the shortest restriction imposed by the Underwriters underwriters on the Company officers or the officers, directors or any other Affiliate shareholder of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in connection with such Underwritten Offering by such HolderOffering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in agrees, if requested by the underwriters of an Underwritten Offering agrees Offering, to enter into a customary letter agreement with Underwriters such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 [●] calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such any Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.05 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least 5% of Registrable Securities who is participating in an Underwritten Offering the then outstanding Common Units, subject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in agrees, if requested by the underwriters of an Underwritten Offering agrees Offering, to enter into a customary letter agreement with Underwriters such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such any Underwritten Offering; provided, however, provided that, notwithstanding the foregoing, : (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company HEP or the officers, directors or any other Affiliate of the Company HEP on whom a restriction is imposed and (iib) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least one million of the then-outstanding Registrable Securities who is participating in an Underwritten Offering Securities, subject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.10 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities who is participating in an Underwritten Offering and is included in a Registration Statement agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the Underwriters on the Company Partnership or the officers, directors or any other Affiliate of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities who is participating that participates in an Underwritten Offering agrees to will enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 calendar ninety (90) day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such any Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.06 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Selling Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of who, along with its Affiliates, holds at least one million then-outstanding Registrable Securities who is participating in an Underwritten Offering (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in agrees, if requested by the underwriters of an Underwritten Offering agrees Offering, to enter into a customary letter agreement with Underwriters such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such any Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.7 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least [1 million] of the then-outstanding Registrable Securities who is participating in an Underwritten Offering Securities, subject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company or the officers, directors or any other Affiliate unitholder of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.10 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least five percent (5%) of Registrable Securities who is participating in an Underwritten Offering the then-outstanding shares of Common Stock agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 180 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company or the officers, directors or any other Affiliate shareholder of the Company on whom a restriction is imposed imposed; and (ii) the restrictions set forth in this Section 2.06 2.10 shall not apply to any Registrable Securities that are included otherwise sold in such connection with an Underwritten Offering by such Holderpursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in an Underwritten Offering who, along with its Affiliates, holds Common Units, subject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 ninety (90) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.10 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least five percent (5%) of Registrable Securities who is participating in an Underwritten Offering the then-outstanding shares of Common Stock agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company or the officers, directors or any other Affiliate shareholder of the Company on whom a restriction is imposed imposed; and (ii) the restrictions set forth in this Section 2.06 2.10 shall not apply to any Registrable Securities that are included otherwise sold in such connection with an Underwritten Offering by such Holderpursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in an Underwritten Offering who, along with its Affiliates, holds Common Units, subject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 ninety (90) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (iib) the restrictions set forth in this Section 2.06 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least of the then outstanding Registrable Securities who is participating in an Underwritten Offering (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in an Underwritten Offering agrees to enter into a customary letter agreement with Underwriters underwriters for any Underwritten Offering by the Partnership providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that, notwithstanding the foregoing, (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the Underwriters on the Company Partnership or the officers, directors or any other Affiliate of the Company Partnership, or any other security holders of the Partnership on whom a restriction is imposed imposed, and (iib) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least 1 million of the then-outstanding Registrable Securities who is participating in an Underwritten Offering Securities, subject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company or the officers, directors or any other Affiliate unitholder of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.10 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities who is participating that participates in an Underwritten Offering agrees to will enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 calendar ninety (90) calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of such any Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.06 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Selling Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least five percent of Registrable Securities who is participating in an Underwritten Offering the then-outstanding Common Units agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed imposed; and (ii) the restrictions set forth in this Section 2.06 2.12 shall not apply to any Registrable Securities that are included otherwise sold in such connection with an Underwritten Offering by such Holderpursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in an Underwritten Offering agrees to enter into a customary letter agreement with Underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than Table of Contents the duration of the shortest restriction imposed by the Underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least one million of the then outstanding Registrable Securities who is participating in an Underwritten Offering (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate unitholder of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in an Underwritten Underwriting Offering included in a Registration Statement agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 forty-five (45) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that, notwithstanding the foregoing, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company Partnership or the officers, directors or any other Affiliate of the Company Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least five percent (5%) of Registrable Securities who is participating in an Underwritten Offering the then-outstanding shares of Common Stock agrees to enter into a customary letter agreement with Underwriters underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 45 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such an Underwritten Offering; provided, however, that, notwithstanding the foregoing, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company or the officers, directors or any other Affiliate shareholder of the Company on whom a restriction is imposed imposed; and (ii) the restrictions set forth in this Section 2.06 2.09 shall not apply to any Registrable Securities that are included otherwise sold in such connection with an Underwritten Offering by such Holderpursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in agrees, if requested by the underwriters of an Underwritten Offering agrees Offering, to enter into a customary letter agreement with Underwriters such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such any Underwritten Offering; provided, however, provided that, notwithstanding the foregoing, : (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters underwriters on the Company HEP or the officers, directors or any other Affiliate of the Company HEP on whom a restriction is imposed and (iib) the restrictions set forth in this Section ‎Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.