Common use of Underwritten Offering Clause in Contracts

Underwritten Offering. In the event that a Selling Holder elects to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Common Units elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP Regency shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwritersand other underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of ETE Common Holdings not to be unreasonably withheld. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters Regency other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP Regency and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETPRegency’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Registrable Securities elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP Regency will retain Underwriters (which Underwriters shall enter be reasonably acceptable to Contributor) subject to such sale through an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.08, and shall will take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP Regency or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP Regency and the Managing Underwriter; provided, however, that such notice of withdrawal must be made up to and including at a time before the time of pricing of such offering (which shall be deemed to occur upon the execution of the purchase or underwriting agreement) in order to be effective. No such withdrawal or abandonment shall affect ETPRegency’s obligation to pay Registration Expenses.

Underwritten Offering. In (a) Subject to Section 2.03(b), in the event that the Selling Holders holding a Selling Holder elects majority of the Registrable Securities elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering or Overnight Underwritten Offering, ETP Parent will retain underwriters (which underwriters shall enter be reasonably acceptable to the Partnership Unitholders) for such sale through an Underwritten Offering or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.08, and shall will take all such other reasonable actions as are requested by the Managing Underwriter (including the participation by Parent management in a roadshow or similar marketing effort) in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP Parent and the Managing Underwriter; provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect ETPParent’s obligation to pay Registration Expenses.

Underwritten Offering. (a) In the event that a Selling Holder any Stockholder elects to dispose of Registrable Securities under the Shelf a Registration Statement pursuant to an Underwritten OfferingOffering of all or part of such Registrable Securities that are registered by such Registration Statement, ETP shall then Pubco shall, upon the written demand of one or more Demanding Holders, enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Managing managing Underwriter or Underwriters, which shall include, among other provisions, indemnities Underwriters selected by Pubco that is reasonably acceptable to the effect and to the extent provided in Section 2.7Demanding Holders, and shall take all such other reasonable actions as are requested by the Managing managing Underwriter or Underwriters in order to expedite or facilitate the registration and disposition of the such Registrable Securities. In connection with any addition, Pubco shall give prompt written notice to each other Stockholder regarding such proposed Underwritten Offering, and such notice shall offer such Stockholders the opportunity to include in the Underwritten Offering under this Agreementsuch number of Registrable Securities as each such Stockholder may request. Each such Stockholder shall make such request in writing to Pubco within five (5) Business Days after the receipt of any such notice from Pubco, ETP which request shall specify the number of Registrable Securities intended to be entitled disposed of by such Stockholder. Each Stockholder proposing to select the Managing Underwriter or Underwriters. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell distribute its Registrable Securities on the basis provided in such through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement and completes and executes all questionnaireswith the underwriters, powers of attorneywhich underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other documents reasonably required under the terms rights and obligations as are customary in underwritten offerings of equity securities; provided, however, that no such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder Stockholder shall be required to make any representations or warranties to or agreements with ETP Pubco or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder Stockholder’s authority to enter into such underwriting agreement and to sell, and its ownership of of, the securities being registered on its behalf and behalf, its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Common Units covered by this Agreement elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP Regency shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of LP Holdings not to be unreasonably withheld. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes competes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters Regency other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP Regency and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETPRegency’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Common Units covered by this Agreement elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP Regency shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of ETE not to be unreasonably withheld. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters Regency other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP Regency and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETPRegency’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Registrable Securities covered by this Agreement elect to dispose of all or a portion of such Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP Regency shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of HEP not to be unreasonably withheld or delayed. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters Regency other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP Regency and the Managing Underwriter; provided, however, that such notice of withdrawal must be made up to and including before or at the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect ETPRegency’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that a Selling Holder elects to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP ETE shall enter into an underwriting agreement in customary form with the Managing Underwriter or UnderwritersUnderwriter, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.07, and shall take all such other reasonable actions as are requested by the a Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP a majority of the Selling Holders shall be entitled to select the Managing Underwriter with respect to the Registrable Securities to be sold in that Underwritten Offering. In connection with an Underwritten Offering under Section 2.01 or Underwriters2.02 hereof, each Selling Holder and ETE shall be obligated to enter into an underwriting agreement which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP ETE to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP ETE or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP ETE and the a Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETPETE’s obligation to pay Registration Expenses.

Underwritten Offering. The Holders who desire to do so may sell Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the event investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the Holders of a Selling Holder elects majority of the Transfer Restricted Securities to dispose be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and (ii) the Company shall not be obligated to arrange for more than one Underwritten Offering during the effectiveness period of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or UnderwritersStatement. No Selling Holder may participate in such any Underwritten Offering contemplated hereby unless such Selling Holder (a) agrees to sell its Registrable such Holder's Transfer Restricted Securities on the basis provided in such accordance with any approved underwriting agreement and arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities indemnities, underwriting agreements, lock-up letters and other documents reasonably required under the terms of such approved underwriting agreement. Each Selling Holder may, arrangements and (c) at its option, require that any or all least 50% of the representations outstanding Transfer Restricted Securities are included in such Underwritten Offering. The Holders participating in any Underwritten Offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and warranties by, commissions and fees and expenses of counsel to the other agreements on selling securityholders and shall reimburse the part of, ETP to and Company for the benefit fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwriters also be made Underwritten Offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Transfer Restricted Securities outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an Underwritten Offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Company in good faith has a valid business reason for such Selling Holder’s benefit and that any or all delay. The Company shall in connection with an Underwritten Offering in accordance with the provisions of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expenses.this Section:

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Common Units elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwritersand other underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of ETE not to be unreasonably withheld. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that a Selling Holder elects to dispose of Registrable Securities under the Shelf a Demand Registration Statement pursuant to an Underwritten Offering, ETP ETE shall enter into an underwriting agreement in customary form with the Managing Underwriter or UnderwritersUnderwriter, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.07, and shall take all such other reasonable actions as are requested by the a Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP a majority of the Selling Holders shall be entitled to select the Managing Underwriter with respect to the Registrable Securities to be sold in that Underwritten Offering. In connection with an Underwritten Offering under Section 2.01 or Underwriters2.02 hereof, each Selling Holder and ETE shall be obligated to enter into an underwriting agreement which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities indemnities, lock-up agreements and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP ETE to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP ETE or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP ETE and the a Managing Underwriter; provided, however, that such withdrawal must be made up at or prior to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETPETE’s obligation to pay Registration Expenses.

Underwritten Offering. In If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the event that a Selling Holder elects to dispose closing of Registrable Securities under the Shelf Registration Statement pursuant to an such Underwritten Offering, ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling Holder may participate in giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering unless Offering, such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its optionelection, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit give written notice of such underwriters also be made determination to and for such Selling Holder’s benefit and that any or all Contango and, if the failure of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its ownership obligation to include Registrable Securities of the securities being registered on its behalf and its intended method of distribution and any other representation required by lawHolder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. If any Selling Any other Holder disapproves of shall have the terms of an underwriting, such Selling Holder may elect right to withdraw therefrom such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to ETP and the Managing Underwriter; provided, however, that Contango of such withdrawal must be made up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be effective. No included in such withdrawal Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or abandonment shall affect ETP’s obligation Underwriters advises Contango can be sold without having such material and adverse effect, with such number to pay Registration Expensesbe allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering).

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Common Units elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwritersand other underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7‎Section 2.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of ETE not to be unreasonably withheld. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expenses.

Underwritten Offering. In At any time after the event Shelf Registration Statement has been declared effective, any one or more Holders may deliver written notice to the Corporation that a Selling Holder elects such Holders (the “requesting Holders”) wish to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten OfferingOffering if such Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $25 million. Upon receipt of such written request, ETP the Corporation shall enter into use commercially reasonable efforts to retain underwriters and effect such sale through an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect Underwritten Offering and to the extent provided in Section 2.7, and shall take all such other commercially reasonable actions as are requested by the Managing Underwriter in order or Underwriters to expedite or facilitate the registration and disposition of the such Registrable Securities. In ; provided, however, the Corporation shall not be required to (i) enter into any lock-up agreement or similar obligation or (ii) cause its management to participate in any “road show” or similar marketing effort in connection with any Underwritten Offering under this Agreementif the gross proceeds from such Underwritten Offering is reasonably anticipated to be less than $75 million, ETP shall be entitled to select unless the Managing Underwriter or Underwritersunderwriters of any such proposed Underwritten Offering advise the Corporation that the failure of the Corporation to enter into a lock-up agreement or similar obligation or the Corporation’s management to participate in such road show would adversely affect the price, timing or distribution of the shares of Class A Common Stock. No Selling Holder The Corporation may participate elect to include primary shares of Class A Common Stock in any Underwritten Offering undertaken pursuant to this Section 2.03(a). If the Managing Underwriter or Underwriters of any proposed Underwritten Offering pursuant to this Section 2.03(a) advises the Corporation and the requesting Holders in writing that the total amount of Class A Common Stock which the requesting Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering unless such Selling Holder agrees to sell its shall include the number of Registrable Securities on that such Managing Underwriter or Underwriters advises the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, Corporation and the other agreements on the part ofrequesting Holders can be sold without having such adverse effect, ETP with such number to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent allocated as follows: first, to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution requesting Holders and any other representation required by law. If any Selling Holder disapproves of the terms of an underwritingHolders having piggyback registration rights pursuant to Section 2.02 pro rata among such requesting Holders and other Holders; second, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering if there remains availability for additional Class A Common Stock to be effective. No included in such withdrawal Underwritten Offering, to the Corporation; and third, if there remains availability for additional Class A Common Stock to be included in such Underwritten Offering, pro rata among any other Persons who have been granted registration rights or abandonment shall affect ETP’s obligation are granted registration rights on or after the date of this Agreement who are entitled to pay Registration Expensesparticipate in the Underwritten Offering.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Registrable Securities included in a registration under Section 2.1(a) elect from time to time to dispose of Registrable Securities under the Shelf Registration Statement such registration statement, pursuant to an Underwritten Offering or Overnight Underwritten Offering, ETP shall enter the Company will retain Underwriters selected by the Selling Holders holding a majority of the Registrable Securities, and reasonably acceptable to the Company, including entering into an underwriting agreement in customary form with the Managing Underwriter or UnderwritersUnderwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.8, and shall will take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. The Company management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders; provided, however, that the Company management shall not be required to participate in more than two (2) roadshows or similar marketing efforts. In connection with any no event may the Holders request more than two (2) Underwritten Offering under this AgreementOfferings or Overnight Underwritten Offerings; provided, ETP shall be entitled however, that the Holders may request up to select the Managing Underwriter or Underwriterstwo (2) additional non-marketed broker-facilitated transactions. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP the Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation representations required by law. If any a Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP the Company and the Managing Underwriter; provided, however, that such notice of withdrawal must be made up at a time prior to and including one (1) Business Day prior to the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect ETPthe Company’s obligation to pay Registration Expenses. With respect to any Underwritten Offering, if the Managing Underwriter or Underwriters of any Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises the Company, and the Company advises the Selling Holders in writing, that the total amount of securities that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for such securities, then the securities to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of securities that such Managing Underwriter or Underwriters advises the Company can be sold without having such adverse effect, with such number to be allocated: (x) first, to the Registrable Securities held by all Selling Holders, pro rata based upon the number of Registrable Securities owned by each such Selling Holder at the time of such offering; (y) second, to the securities to be offered and sold by or on behalf of the Company; and (z) third, to the securities that do not constitute Registrable Securities or securities to be offered or sold by or on behalf of the Company. The Company’s obligations under this Section 2.3 to effect an Underwritten Offering or Overnight Underwritten Offering (in each case, other than a broker-facilitated transaction) shall be conditioned on gross proceeds from such Underwritten Offering or Overnight Underwritten Offering reasonably being expected to exceed $25 million.

Underwritten Offering. In the event that a Selling Holder elects to dispose The Electing Holders of Registrable Securities under covered by the Shelf Registration Statement pursuant who desire to do so may sell such Registrable Securities in an Underwritten Offering, ETP shall enter into an underwriting agreement underwritten offering in customary form accordance with the Managing Underwriter conditions set forth below. In any such underwritten offering, the investment banker or Underwriters, which shall include, among other provisions, indemnities to bankers and manager or managers that will administer the effect and to the extent provided in Section 2.7offering will be selected by, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate underwriting arrangements with respect thereto will be approved by, the registration and disposition Electing Holders of a majority of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall Securities to be entitled to select the Managing Underwriter or Underwritersincluded in such offering. No Selling Electing Holder may participate in such Underwritten Offering any underwritten offering contemplated hereby unless such Selling Electing Holder (a) agrees to sell its such Electing Holder's Registrable Securities on the basis provided in such accordance with any approved underwriting agreement and arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities indemnities, underwriting agreements, lock-up letters and other documents reasonably required under the terms of such approved underwriting agreement. Each Selling Holder may, arrangements and (c) at its option, require that any or all least 25% of the representations outstanding Registrable Securities are included in such underwritten offering. The Electing Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and warranties by, commissions and fees and expenses of counsel to the other agreements on selling securityholders and shall reimburse the part of, ETP to and Company for the benefit fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwriters also be made underwritten offerings. Notwithstanding the foregoing or the provisions of Section 3(o) hereof, upon receipt of a request from the Managing Underwriter or a representative of Electing Holders of a majority of the Registrable Securities outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 60 days if the Company in good faith has a valid business reason for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expensesdelay.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Registrable Securities elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering or Overnight Underwritten Offering, ETP the Partnership will retain Underwriters (which Underwriters shall enter be reasonably acceptable to the Purchasers) subject to such sale through an Underwritten Offering or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or UnderwritersUnderwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.08, and shall will take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with The Partnership management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering under this Agreementor Overnight Underwritten Offering are reasonably expected to exceed $50 million; provided, ETP however, that the Partnership management shall not be entitled required to select participate in more than two roadshows or similar marketing efforts on a yearly basis. In no event may the Managing Underwriter Selling Holders holding a majority of the Registrable Securities request more than two Underwritten Offerings or UnderwritersOvernight Underwritten Offerings in the aggregate in any year. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP the Partnership or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP the Partnership and the Managing Underwriter; provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect ETPthe Partnership’s obligation to pay Registration Expenses.

Underwritten Offering. In At any time and from time to time following the event effectiveness of a Shelf required by Section 2.01, any Holder may request to sell all or any portion of its or their Registrable Securities in an Underwritten Offering that is registered pursuant to such Shelf, including a Selling Holder elects Block Trade or Other Coordinated Offering (each, an “Underwritten Shelf Takedown”); provided, in each case, that the Company shall only be obligated to dispose effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $10,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities under proposed to be sold in the Underwritten Shelf Registration Statement pursuant to an Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Promptly (but in any event within ten (10) days) after receipt of a request for Underwritten Shelf Takedown, ETP the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders of Registrable Securities and, subject to the provisions of Section 2.03(b), shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) business days after sending such notice to Holders. The Company shall enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of securities by the Company with the Managing managing Underwriter or UnderwritersUnderwriters selected by the Holders requesting such Underwritten Shelf Takedown (which managing Underwriter or Underwriters shall be subject to approval of the Company, which approval shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, not be unreasonably withheld) and shall take all such other reasonable actions as are requested by the Managing managing Underwriter or Underwriters in order to expedite or facilitate the registration and disposition of such Registrable Securities in accordance with the Registrable Securitiesterms of this Agreement. In connection with any Underwritten Offering under Shelf Takedown contemplated by this AgreementSection 2.02, ETP shall be entitled subject to select Section 3.04 and Article IV, the Managing Underwriter or Underwriters. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement into which each Holder and completes and executes all questionnairesthe Company shall enter shall contain such representations, powers of attorneycovenants, indemnities and other documents reasonably required under rights and obligations as are customary in underwritten offerings of securities by the terms Company. Notwithstanding any other provision of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent this Agreement to the obligations of such underwriters under such underwriting agreement also be conditions precedent contrary, the Holders may demand not more than two (2) Underwritten Shelf Takedowns pursuant to its obligations. No Selling Holder shall be required to make this Section 2.02 in any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter12-month period; provided, however, that the foregoing limitations shall not apply to Block Trades or an Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company may effect an Underwritten Shelf Takedown pursuant to any then effective Registration Statement, including a Form S-3ASR, that is then available for such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expensesoffering.

Underwritten Offering. In the event that a Selling Holder elects to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP Ferrellgas shall be entitled to select the Managing Underwriter or Underwriters, each of which must be a nationally-recognized firm. In connection with an Underwritten Offering under Section 2.01 hereof, each Selling Holder and Ferrellgas shall be obligated to enter into an underwriting agreement which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP Ferrellgas to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP Ferrellgas or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP Ferrellgas and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time of pricing of such offering to be effectivethe Underwritten Offering. No such withdrawal or abandonment shall affect ETP’s obligation Ferrellgas’obligation to pay Registration Expenses.

Underwritten Offering. In the event that a Selling Holder elects to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP ETE shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP ETE shall be entitled to select the Managing Underwriter or Underwriters. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP ETE to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP ETE or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP ETE and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETPETE’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Registrable Securities outstanding at such time elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP ETE shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities; provided, however, that ETE shall not be required to facilitate, participate in, or otherwise have any obligations whatsoever with respect to, any Underwritten Offering pursuant to this Section 2.02 unless such Underwritten Offering covers at least $100,000,000 of Registerable Securities based on the closing price of the ETE Common Units on the trading day immediately prior to such requested Underwritten Offering. In connection with any Underwritten Offering under this Agreement, ETP ETE shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of GE not to be unreasonably withheld. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP ETE to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters ETE other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP ETE and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETPETE’s obligation to pay Registration Expenses.

Underwritten Offering. (a) In the event that a Selling any Holder elects to dispose of Registrable Securities under the Shelf a Registration Statement pursuant to an Underwritten OfferingOffering of all or part of such Registrable Securities that are registered by such Registration Statement, ETP shall then the Company shall, upon the written demand of a majority-in-interest of the Demanding Holders, enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Managing managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to Underwriters selected by such Demanding Holders in consultation with the effect and to the extent provided in Section 2.7Company, and shall take all such other reasonable actions as are requested by the Managing managing Underwriter or Underwriters in order to expedite or facilitate the registration and disposition of the such Registrable Securities. In connection with any addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling such number of Registrable Securities as each such Holder may participate request. Each such Holder shall make such request in writing to the Company within five Business Days after the receipt of any such Underwritten Offering unless notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Selling Holder. Each Holder agrees proposing to sell distribute its Registrable Securities on the basis provided in such through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement and completes and executes all questionnaireswith the underwriters, powers of attorneywhich underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other documents reasonably required under the terms rights and obligations as are customary in underwritten offerings of equity securities; provided, however, that no such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP the Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of of, the securities being registered on its behalf and behalf, its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expenses.

Underwritten Offering. (a) In the event that a Selling any Holder elects to dispose of Registrable Securities under the Shelf a Registration Statement pursuant to an Underwritten OfferingOffering of all or part of such Registrable Securities that are registered by such Registration Statement, ETP shall then the Company shall, upon the written demand of [BCP] or its designee (any such Holder, a “Demanding Holder”), enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Managing managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to Underwriters selected by the effect and to Demanding Holder in consultation with the extent provided in Section 2.7Company, and shall take all such other reasonable actions as are requested by the Managing managing Underwriter or Underwriters in order to expedite or facilitate the registration and disposition of the such Registrable Securities. In connection with any addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling such number of Registrable Securities as each such Holder may participate request. Each such Holder shall make such request in writing to the Company within five Business Days after the receipt of any such Underwritten Offering unless notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Selling Holder. Each Holder agrees proposing to sell distribute its Registrable Securities on the basis provided in such through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement and completes and executes all questionnaireswith the underwriters, powers of attorneywhich underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other documents reasonably required under the terms rights and obligations as are customary in underwritten offerings of equity securities; provided, however, that no such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP the Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of of, the securities being registered on its behalf and behalf, its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expenses.

Underwritten Offering. In If the event that Holders of not less than a Selling Holder elects majority of any Registrable Securities included in any offering pursuant to dispose such Shelf Registration Statement so elect, such offering of Registrable Securities under shall be in the form of an Underwritten Offering, and the Company shall amend or supplement the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall enter into an underwriting agreement for such purpose. The Holders of a majority of such Registrable Securities included in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled have the right to select the Managing Underwriter managing underwriter or Underwritersunderwriters to administer such offering; provided that such managing underwriter or underwriters shall be reasonably acceptable to the Company. No Selling Holder may If the managing underwriter or underwriters of such proposed Underwritten Offering advise the Holders in writing that, in its or their opinion, the number of securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such Underwritten Offering shall be allocated pro rata among the Holders that have requested to participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties byrelative number of Registrable Securities requested to be included therein, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations extent necessary to reduce the total number of such underwriters under such underwriting agreement also Registrable Securities to be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of included in such offering to be effective. No the number recommended by the managing underwriter or underwriters or such withdrawal or abandonment shall affect ETP’s obligation to pay Registration ExpensesHolders.

Underwritten Offering. (a) In the event that a Selling any Holder elects to dispose of Registrable Securities under the Shelf a Registration Statement pursuant to an Underwritten OfferingOffering of all or part of such Registrable Securities that are registered by such Registration Statement, ETP shall then the Company shall, upon the written demand of Xxxxxxxxxx or his designee (any such Holder, a “Demanding Holder”), enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Managing managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to Underwriters selected by the effect and to Demanding Holder in consultation with the extent provided in Section 2.7Company, and shall take all such other reasonable actions as are requested by the Managing managing Underwriter or Underwriters in order to expedite or facilitate the registration and disposition of the such Registrable Securities. In connection with any addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling such number of Registrable Securities as each such Holder may participate request. Each such Holder shall make such request in writing to the Company within five Business Days after the receipt of any such Underwritten Offering unless notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Selling Holder. Each Holder agrees proposing to sell distribute its Registrable Securities on the basis provided in such through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement and completes and executes all questionnaireswith the underwriters, powers of attorneywhich underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other documents reasonably required under the terms rights and obligations as are customary in underwritten offerings of equity securities; provided, however, that no such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP the Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of of, the securities being registered on its behalf and behalf, its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Registrable Securities included in a registration under Section 2.1(a) elect from time to time to dispose of Registrable Securities under the Shelf Registration Statement such registration statement, pursuant to an Underwritten Offering or Overnight Underwritten Offering, ETP shall enter the Company will retain Underwriters selected by the Selling Holders holding a majority of the Registrable Securities, and reasonably acceptable to the Company, including entering into an underwriting agreement in customary form with the Managing Underwriter or UnderwritersUnderwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.8, and shall will take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. The Company management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders; provided, however, that the Company management shall not be required to participate in more than two (2) roadshows or similar marketing efforts. In connection with any no event may the Holders request more than two (2) Underwritten Offering under this AgreementOfferings or Overnight Underwritten Offerings; provided, ETP shall be entitled however, that the Holders may request up to select the Managing Underwriter or Underwriterstwo (2) additional non-marketed broker-facilitated transactions. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP the Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation representations required by law. If any a Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP the Company and the Managing Underwriter; provided, however, that such notice of withdrawal must be made up at a time prior to and including one (1) Business Day prior to the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect ETPthe Company’s obligation to pay Registration Expenses.. With respect to any Underwritten Offering, if the Managing Underwriter or Underwriters of any Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises the Company, and the Company advises the Selling Holders in writing, that the total amount of securities that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for such securities, then the securities to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of securities that such Managing Underwriter or Underwriters advises the Company can be sold without having such adverse effect, with such number to be allocated: (x) first, to the Registrable Securities held by all Selling Holders, pro rata based upon the number of Registrable Securities owned by each such Selling Holder at the time of such offering; (y) second, to the securities to be offered and sold by or on behalf of the Company; and (z) third, to the securities that do not constitute Registrable Securities or securities to be offered or sold by or on behalf of the Company. The Company’s obligations under this Section 2.3 to effect an Underwritten Offering or Overnight Underwritten Offering (in each case, other than a broker-facilitated transaction) shall be conditioned on gross proceeds from such Underwritten Offering or Overnight Underwritten Offering reasonably being expected to exceed $25 million. Section 2.4

Underwritten Offering. In If an Eligible Holder so elects, the event that a Selling Holder elects to dispose offering of all or part of such Eligible Holder’s Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP 10(a)(ii) shall be entitled in the form of an underwritten offering and such Eligible Holder shall have the right to select the Managing Underwriter or Underwritersmanaging underwriters and any additional investment bankers and managers to be used in connection with the offering; provided that such managing underwriters and additional investment bankers must be reasonably satisfactory to the Company. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its If Registrable Securities that are the subject of the registration statement filed in accordance with Section 10(a) are to be sold in an underwritten offering, the Company will (i) file any prospectus supplement or amendment that is required to permit the Registrable Securities to be sold in an underwritten offering and promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter(s) or counsel to the applicable Eligible Holder reasonably requests to be included therein and (ii) enter into and perform its obligations under a customary underwriting agreement relating to that underwritten offering, which will contain customary representations, warranties, provisions regarding allocations of expenses, closing conditions and indemnities. The Company will cause to be furnished, on the basis provided in date that such underwriting agreement and completes and executes all questionnairesRegistrable Securities are delivered to the underwriters for sale, powers of attorneyif such securities are being sold through underwriters, indemnities and other documents reasonably required under the terms (i) an opinion, dated as of such underwriting agreement. Each Selling Holder maydate, at its option, require that any or all of the representations counsel representing the Company for the purposes of such registration, in form and warranties bysubstance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and the other agreements on the part of, ETP to and for the benefit (ii) a letter dated as of such underwriters also be made to and for such Selling Holder’s benefit and that any or all date, from the independent registered public accountants of the conditions precedent Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expensesunderwriters.

Underwritten Offering. In the event that a Selling Holder elects to dispose The Holders of Registrable Securities under covered by the Shelf Registration Statement pursuant who desire to do so may sell such Registrable Securities in an Underwritten Offeringunderwritten offering. In any such underwritten offering, ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter investment banker or Underwriters, which shall include, among other provisions, indemnities to bankers and manager or managers that will administer the effect and to the extent provided in Section 2.7offering will be selected by, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate underwriting arrangements with respect thereto will be approved by, the registration and disposition Holders of a majority of the Registrable Securities. In connection with any Underwritten Offering under this AgreementSecurities to be included in such offering; PROVIDED, ETP HOWEVER, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to Fleetwood and the Trust and (ii) Fleetwood shall not be entitled obligated to select arrange for more than one underwritten offering during the Managing Underwriter or UnderwritersEffectiveness Period. No Selling Holder may participate in such Underwritten Offering any underwritten offering contemplated hereby unless such Selling Holder (a) agrees to sell its such Holder's Registrable Securities on the basis provided in such accordance with any approved underwriting agreement and arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities indemnities, underwriting agreements, lock-up letters and other documents reasonably required under the terms of such approved underwriting agreement. Each Selling Holder may, arrangements and (c) at its option, require that any or all least 20% of the representations outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and warranties by, commissions and fees and expenses of counsel to the other agreements on selling securityholders and shall reimburse the part of, ETP to Trust and Fleetwood for the benefit fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwriters also be made underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, Fleetwood may delay the filing of any such amendment or supplement for up to 90 days if Fleetwood in good faith has a valid business reason for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expensesdelay.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Registrable Securities included in a registration under Section 2.1(a) elect from time to time to dispose of Registrable Securities under the Shelf Registration Statement such registration statement, pursuant to an Underwritten Offering or Overnight Underwritten Offering, ETP the Company will retain Underwriters selected by greater than 50% of the Selling Holders (which Underwriters shall enter be reasonably acceptable to the Company) subject to such sale through an Underwritten Offering or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or UnderwritersUnderwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.8, and shall will take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. The Company management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders; provided, however, that the Company management shall not be required to participate in more than two (2) roadshows or similar marketing efforts. In connection with any no event may the Holders request more than two (2) Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter Offerings or UnderwritersOvernight Underwritten Offerings. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP the Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation representations required by law. If any a Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP the Company and the Managing Underwriter; provided, however, that such notice of withdrawal must be made up at a time prior to and including one (1) Business Day prior to the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect ETPthe Company’s obligation to pay Registration Expenses. With respect to any Underwritten Offering, if the Managing Underwriter or Underwriters of any Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises the Company, and the Company advises the Selling Holders in writing, that the total amount of securities that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the securities offered or the market for such securities, then the securities to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of securities that such Managing Underwriter or Underwriters advises the Company can be sold without having such adverse effect, with such number to be allocated: (x) first, to the Registrable Securities held by all Selling Holders, pro rata based upon the number of Registrable Securities owned by each such Selling Holder at the time of such offering; (y) second, to the securities to be offered and sold by or on behalf of the Company; and (z) third, to the securities that do not constitute Registrable Securities or securities to be offered or sold by or on behalf of the Company. The Company’s obligations under this Section 2.3 to effect an Underwritten Offering or Overnight Underwritten Offering shall be conditioned on gross proceeds from such Underwritten Offering or Overnight Underwritten Offering reasonably being expected to exceed $25 million.

Underwritten Offering. In the event that a Selling Holder elects to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s 's benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s 's obligation to pay Registration Expenses.

Underwritten Offering. (a) In the event that a Selling any Holder elects to dispose of Registrable Securities under the Shelf a Registration Statement pursuant to an Underwritten OfferingOffering of all or part of such Registrable Securities that are registered by such Registration Statement, ETP shall then the Company shall, upon the written demand of GSO or its designee (any such Holder, a “Demanding Holder”), enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Managing managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to Underwriters selected by the effect and to Demanding Holder in consultation with the extent provided in Section 2.7Company, and shall take all such other reasonable actions as are requested by the Managing managing Underwriter or Underwriters in order to expedite or facilitate the registration and disposition of the such Registrable Securities. In connection with any addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling such number of Registrable Securities as each such Holder may participate request. Each such Holder shall make such request in writing to the Company within five Business Days after the receipt of any such Underwritten Offering unless notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Selling Holder. Each Holder agrees proposing to sell distribute its Registrable Securities on the basis provided in such through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement and completes and executes all questionnaireswith the underwriters, powers of attorneywhich underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other documents reasonably required under the terms rights and obligations as are customary in underwritten offerings of equity securities; provided, however, that no such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP the Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of of, the securities being registered on its behalf and behalf, its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of In no event shall the terms of an underwriting, such Selling Holder may elect Company be obligated to withdraw therefrom effect more than two Underwritten Offerings upon demand by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration ExpensesGSO hereunder.

Underwritten Offering. In the event that a Selling Holder elects to dispose The Holders of Registrable Securities under covered by the Shelf Registration Statement pursuant who desire to do so may sell such Securities in an Underwritten Offeringunderwritten offering. In any such underwritten offering, ETP shall enter into an the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting agreement arrangements with respect thereto will be approved by, the Holders of a majority of the Securities to be included in customary form with the Managing Underwriter or Underwriterssuch offering; provided, which shall includehowever, among other provisions, indemnities that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the effect Guarantor and the Trust and (ii) the Guarantor shall not be obligated to arrange for more than one underwritten offering during the extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or UnderwritersShelf Registration Period. No Selling Holder may participate in such Underwritten Offering any underwritten offering contemplated hereby unless such Selling Holder (a) agrees to sell its Registrable such Holder's Securities on the basis provided in such accordance with any approved underwriting agreement and arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities indemnities, underwriting agreements, lock-up letters and other documents reasonably required under the terms of such approved underwriting agreement. Each Selling Holder may, arrangements and (c) at its option, require that any or all least 20% of the representations outstanding Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and warranties by, commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Trust and the other agreements on the part of, ETP to and Guarantor for the benefit fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwriters also be made underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Securities outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Guarantor may delay the filing of any such amendment or supplement for up to 90 days if the Guarantor in good faith has a valid business reason for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expensesdelay.

Underwritten Offering. (a) In the event that a Selling any Holder elects to dispose of Registrable Securities under the Shelf a Registration Statement pursuant to an Underwritten OfferingOffering of all or part of such Registrable Securities that are registered by such Registration Statement, ETP shall then the Company shall, upon the written demand of BCP or its designee (any such Holder, a “Demanding Holder”), enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Managing managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to Underwriters selected by the effect and to Demanding Holder in consultation with the extent provided in Section 2.7Company, and shall take all such other reasonable actions as are requested by the Managing managing Underwriter or Underwriters in order to expedite or facilitate the registration and disposition of the such Registrable Securities. In connection with any addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling such number of Registrable Securities as each such Holder may participate request. Each such Holder shall make such request in writing to the Company within five Business Days after the receipt of any such Underwritten Offering unless notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Selling Holder. Each Holder agrees proposing to sell distribute its Registrable Securities on the basis provided in such through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement and completes and executes all questionnaireswith the underwriters, powers of attorneywhich underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other documents reasonably required under the terms rights and obligations as are customary in underwritten offerings of equity securities; provided, however, that no such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP the Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of of, the securities being registered on its behalf and behalf, its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Common Units covered by this Agreement elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP Regency shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of Southern Union not to be unreasonably withheld or delayed. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s 's benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters Regency other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP Regency and the Managing Underwriter; provided, however, that such notice of withdrawal must be made up to and including before or at the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect ETP’s Regency's obligation to pay Registration Expenses.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Registrable Securities elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering or Overnight Underwritten Offering, ETP Parent will retain underwriters (which underwriters shall enter be reasonably acceptable to the Partnership Unitholders) subject to such sale through an Underwritten Offering or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.08, and shall will take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP Parent and the Managing Underwriter; provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect ETPParent’s obligation to pay Registration Expenses.

Underwritten Offering. In the event that the Selling Holders holding a Selling Holder elects majority of the Registrable Securities elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering or Overnight Underwritten Offering, ETP Parent will retain Underwriters (which Underwriters shall enter be reasonably acceptable to the Partnership Unitholders) subject to such sale through an Underwritten Offering or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.72.08, and shall will take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering under this Agreement, ETP shall be entitled or Overnight Underwritten Offering are reasonably expected to select the Managing Underwriter or Underwritersexceed $100 million. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP Parent or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP Parent and the Managing Underwriter; provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect ETPParent’s obligation to pay Registration Expenses.

Underwritten Offering. (a) In the event that a Selling any Holder elects to dispose of Registrable Securities under the Shelf a Registration Statement pursuant to an Underwritten OfferingOffering of all or part of such Registrable Securities that are registered by such Registration Statement, ETP shall then the Company shall, upon the written demand of Gxxxxxxxxx or his designee (any such Holder, a “Demanding Holder”), enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of equity securities with the Managing managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to Underwriters selected by the effect and to Demanding Holder in consultation with the extent provided in Section 2.7Company, and shall take all such other reasonable actions as are requested by the Managing managing Underwriter or Underwriters in order to expedite or facilitate the registration and disposition of the such Registrable Securities. In connection with any addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling such number of Registrable Securities as each such Holder may participate request. Each such Holder shall make such request in writing to the Company within five Business Days after the receipt of any such Underwritten Offering unless notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Selling Holder. Each Holder agrees proposing to sell distribute its Registrable Securities on the basis provided in such through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement and completes and executes all questionnaireswith the underwriters, powers of attorneywhich underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other documents reasonably required under the terms rights and obligations as are customary in underwritten offerings of equity securities; provided, however, that no such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP the Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of of, the securities being registered on its behalf and behalf, its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETP’s obligation to pay Registration Expenses.