Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. (i) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP has all requisite company or similar power and authority to execute and deliver, and perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactions. The execution, delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GP. This Agreement and the other Parent Transaction Documents have been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP and, assuming the due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of each of TopCo, TopCo GP, Parent, Parent GP and ETE GP, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the Transactions. (ii) The execution, delivery and performance by TopCo and Parent of the Parent Transaction Documents do not, and the consummation of the Transactions and compliance with the provisions of the Parent Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assets, other than, in the case of clause (B) above, any such conflicts, violations, defaults, rights, losses or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its their respective obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, execution and delivery of and performance of by Parent and Merger Sub under this Agreement and the other Parent Transaction Documents by TopCoAgreement, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions Transactions, have been duly authorized and approved by all necessary corporate or similar action by Parent and Merger Sub (including by the Parent Board and the board of directors of Merger Sub) and, promptly after the execution and delivery hereof, approved by Parent as the sole shareholder of Merger Sub, and no other corporate action on the part of each Parent and Merger Sub is necessary to authorize the execution and delivery of TopCo, TopCo GP, Parent, and performance by Parent GP and ETE GPMerger Sub under this Agreement and the consummation by them of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, the Bankruptcy and Equity Exception. No vote or approval of the holders of any class or series of capital stock of Parent is necessary to bankruptcy, insolvency and other Laws of general applicability relating to adopt or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved approve this Agreement and the other Parent Transaction Documents and the Transactions. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not and neither the consummation by Parent or Merger Sub of the Transactions, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, in each case as amended to the date of this Agreement or (ii) The execution, delivery and performance by TopCo and Parent assuming that each of the Parent Transaction Documents do notconsents, authorizations and approvals referred to in Section 4.3 (and any condition precedent to any such consent, authorization or approval has been satisfied) is obtained or given, as applicable, and the consummation each of the Transactions filings referred to in Section 4.3 are made and compliance with the provisions any applicable waiting periods referred to therein have expired, violate any Law applicable to Parent, Merger Sub or any of the Parent Transaction Documents will not, conflict with, their respective Subsidiaries or (iii) result in any violation breach of, or constitute a default (with or without notice or lapse of time, time or both) under, or give rise to any right (including a right of termination, cancelation amendment, acceleration or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries undercancellation of, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership permit or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsparty, other thanexcept, in the case of clause clauses (Bii) aboveand (iii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent Merger Sub and GP and ETE GP Merger Sub has all the requisite limited partnership or limited liability company or similar power and authority authority, as applicable, to execute and deliver, and perform its obligations under, enter into this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated hereby. The This Agreement and the execution, delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP of the Transactions transactions contemplated hereby, including the Mergers, have been duly and validly authorized by all necessary corporate the Parent GP Board and Parent, in its own capacity and as the sole member of Merger Sub and GP Merger Sub, and no other entity or similar action equity-holder proceedings on the part of each of TopCo, TopCo GP, Parent, Merger Sub, GP Merger Sub or their respective equity holders are necessary to authorize the adoption of this Agreement or consummation of the transactions contemplated hereby. The Parent GP and ETE GP. This Agreement and the other Parent Transaction Documents have been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP and, assuming the due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of each of TopCo, TopCo GP, Parent, Parent GP and ETE GP, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP Board has approved this Agreement and the other Parent Transaction Documents and the Transactions. (ii) The execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Mergers and the issuance of Parent Common Units in connection with the LP Merger. This Agreement has been duly and validly executed and delivered by TopCo Parent, Merger Sub and Parent GP Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the counterparties hereto, this Agreement constitutes the legal, valid and binding agreement of Parent, Merger Sub and GP Merger Sub and is enforceable against Parent, Merger Sub and GP Merger Sub in accordance with its terms, subject to Equitable Exceptions. As of the date hereof, Parent Transaction has no Knowledge that the Distribution Increase would violate Law or the Organizational Documents do notof Parent. (b) Other than in connection with or in compliance with (i) the Delaware LP Act, (ii) the Delaware LLC Act, (iii) the Exchange Act, and the rules promulgated thereunder, (iv) the Securities Act, and the rules promulgated thereunder, (v) applicable state securities, takeover and “blue sky” Laws, (vi) the filing of the Certificates of Merger with the Secretary of State, (vii) the rules and regulations of the New York Stock Exchange (the “NYSE”), (viii) the HSR Act and (ix) rules and regulations of the SEC in connection with the filing with the SEC of the Combined Consent Statement/Prospectus, (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Partnership and the General Partner in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under Law, for the consummation by Parent, Merger Sub or GP Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent, Merger Sub and GP Merger Sub of this Agreement do not and, assuming the Parent Approvals are obtained, the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof, will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the Parent Transaction Documents will not, conflict with, conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any material obligation or any right of first refusal, participation or similar right) under, or cause to the loss of a material benefit under any benefit underloan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (Liens other than Parent Permitted Liens) , in each case, upon any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries underits Subsidiaries, (ii) conflict with, result in any violation of any provision of (A) or require the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents consent of any Person under the Organizational Documents of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective its Subsidiaries is a party or by which any of their respective properties or assets are bound or (2iii) conflict with or violate any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsLaws, other than, except in the case of clause clauses (Bi) aboveand (iii), any for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, rightsterminations, losses cancellation, accelerations, or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iiid) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection Simultaneously with the executionexecution of this Agreement, delivery Parent has executed and performance of delivered the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectSupport Agreement.

Authority; Noncontravention. (i) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Sub has all the requisite company or similar corporate power and authority to execute and deliverexecute, deliver and perform its obligations under, this each Transaction Agreement and each other document to which it is or will be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), a party and to consummate the Transactionstransactions contemplated thereby. The execution, delivery and performance by Parent and Sub of this each Transaction Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP to which it is or will be a party and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Sub of the Transactions transactions contemplated thereby have been duly authorized by all necessary corporate or similar action on the part of each Parent and Sub, and no other corporate proceedings on the part of TopCoParent or Sub are necessary to authorize any Transaction Agreement to which it is or will be a party or for Parent or Sub to consummate the transactions so contemplated (other than, TopCo GPif required by the applicable rules of the NYSE, Parentthe affirmative vote of the holders of a majority of the votes cast at the Parent Shareholders Meeting to authorize the issuance of Parent Common Stock in connection with the Merger, provided that the total number of votes cast at the Parent GP and ETE GPShareholders Meeting on the proposal represents more than 50% of the outstanding shares of Parent Common Stock entitled to vote generally in an annual election of directors (the "Parent Shareholder Approval")). This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Sub and the Stockholder Agreement has been duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of each of TopCo, TopCo GP, Parent, Parent GP and ETE GP, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the Stockholder Agreement constitute a valid and binding obligation of the Company or the Principal Stockholders, as applicable, each constitutes a valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms. Each Transaction Agreement (other Parent Transaction Documents than this Agreement and the Transactions. (iiStockholder Agreement) The to which Parent will be a party when executed and delivered will, assuming that 47 43 such Transaction Agreement will constitute a valid and binding obligation of each Retained Company or GBC Company party thereto, constitute a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. None of the execution, delivery and or performance by TopCo Parent and Sub of each Transaction Agreement to which either of them is or will be a party or the consummation by Parent and Sub of the Parent Transaction Documents do not, and the consummation of the Transactions and compliance with the provisions of the Parent Transaction Documents transactions contemplated thereby will not, conflict with, or result in any a violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation amendment, cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any a material benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo or Parent Parent, Sub or any of their respective Subsidiaries Parent's other subsidiaries under, any provision of (Ai) the organizational documents Restated Articles of TopCoIncorporation or By-laws of Parent, the Parent Certificate of Partnership Incorporation or By-laws of Sub or the Parent Partnership Agreement certificate of incorporation or the by-laws (or comparable organizational documents documents) of any of their respective Subsidiaries or such other subsidiary, (B) (1ii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease, contract or other agreement, instrument, license, franchise, permit or concession applicable to which TopCo Parent, Sub or Parent such other subsidiary or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2iii) subject to the governmental filings and other matters referred to in the following sentence, any Law judgment, order, decree, statute, law, ordinance, rule or regulation applicable to TopCo Parent, Sub or Parent such other subsidiary or any of their respective Subsidiaries or any of their respective properties or assets, other than, in the case of clause clauses (Bii) aboveand (iii), any such conflicts, violations, breaches, defaults, rights, losses rights or Liens that have not had and would not reasonably be expected to have, individually or in the aggregateaggregate would not (x) have a material adverse effect on Parent and its subsidiaries, a (y) impair in any material respect the ability of Parent Material Adverse Effect. and Sub to consummate the transactions contemplated by, or to satisfy their obligations under, the Transaction Agreements or (iiiz) No delay in any material respect or prevent the consummation of any of the transactions contemplated by the Transaction Agreements. Except for consents, approvals, orders, authorizations, registrations, declarations or filings as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the HSR Act and any foreign competition laws, filings under state securities or "blue sky" laws, filings with 48 44 the NYSE, approvals of and filings with the FCC under the Communications Act and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other jurisdictions in which the Company is qualified to do business and other consents, approvals, orders, authorizations, registrations, declarations, filings and agreements expressly provided for in the Transaction Agreements, no consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries Sub in connection with the execution, delivery or performance by Parent and performance Sub of the Parent each Transaction Documents by TopCo and Parent Agreement to which either of them is or will be a party or the consummation by TopCo Parent and Parent Sub of the Transactions, transactions contemplated thereby (except for (I) where the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) failure to obtain such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, orders or authorizations, or to make such registrations, declarationsdeclarations or filings, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a material adverse effect on Parent Material Adverse Effectand its subsidiaries or impair the ability of Parent and Sub to consummate the transactions contemplated by, or to satisfy their obligations under, the Transaction Agreements).

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, the Parent GP and ETE GP Merger Sub has all the requisite limited partnership or limited liability company or similar power and authority authority, as applicable, to execute and deliver, and perform its obligations under, enter into this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP ET Support Agreement and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP of the Transactions transactions contemplated hereby and thereby, including the Merger, have been duly and validly authorized by all necessary corporate the Parent GP Board, and Parent, as the sole member of Merger Sub, and, no other entity or similar action equity-holder proceedings on the part of each of TopCoParent, TopCo the Parent GP, ParentMerger Sub, ET or their respective equity holders or affiliates are necessary to authorize the consummation of the transactions contemplated hereby. The Parent GP Board has approved the execution and ETE GPdelivery of this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Common Units (the “Unit Issuance”) in connection with the Merger. This Agreement and the other Parent Transaction Documents have ET Support Agreement has been duly and validly executed and delivered by each of TopCoParent, TopCo the Parent GP, ParentET and Merger Sub, Parent GP and ETE GP as applicable, and, assuming this Agreement and the due authorization, execution and delivery by ET Support Agreement constitutes the other parties thereto, constitute legal, valid and binding obligations agreement of each of TopCothe Partnership, TopCo Partnership GP and Partnership Managing GP, Parentas applicable, Parent GP and ETE GP, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other ET Support Agreement constitutes the legal, valid and binding agreement of ET, the Parent Transaction Documents GP, Parent and Merger Sub, as applicable, and is enforceable against ET, the TransactionsParent GP, Parent and Merger Sub, as applicable, in accordance with its terms, subject to the Equitable Exceptions. (b) Other than in connection with or in compliance with (i) the Delaware LP Act, (ii) the Delaware LLC Act, (iii) the Exchange Act, (iv) the Securities Act, (v) applicable state securities, takeover and “blue sky” laws, (vi) the filing of the Certificate of Merger with the Delaware Secretary of State, (vii) the rules and regulations of the NYSE, (viii) the HSR Act and any other applicable Antitrust Laws, (ix) the approvals set forth in Section 4.4(b) of the Parent Disclosure Schedule and (x) the rules and regulations of the SEC in connection with the filing with the SEC of the Form S-4 (collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Partnership, Partnership GP and Partnership Managing GP in Section 3.4(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Authority is necessary, under applicable Law, for the consummation by Parent, the Parent GP or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement or have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by TopCo and Parent of Parent, the Parent Transaction Documents GP and Merger Sub of this Agreement do notnot and, and assuming the Parent Approvals are obtained, the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the Parent Transaction Documents will not, conflict with, conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause to the loss of a benefit under any benefit under, Parent Material Contract or result in the creation of any Lien (other than Parent Permitted Liens) , in each case, upon any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries underits Subsidiaries, (ii) conflict with or result in any violation of any of the Parent Organizational Documents or provision of (A) the agreement of limited partnership, limited liability company agreement, certificate of incorporation or bylaws or other equivalent organizational documents document, in each case as amended or restated, of TopCoParent, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent GP or any of their respective the Parent Subsidiaries is (except as would not be material to Parent, the Parent GP and the Parent Subsidiaries, taken as a party or by which any of their respective properties or assets are bound whole) or (2iii) conflict with or violate any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsLaws, other than, except in the case of clause clauses (Bi) aboveand (iii) for such losses, any such suspensions, limitations, impairments, conflicts, violations, defaults, rightsterminations, losses cancellation, accelerations, or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its their respective obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCoAgreement, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions Transactions, have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (iib) The executionNeither the execution and delivery of this Agreement by Parent and Merger Sub, delivery and performance nor the consummation by TopCo and Parent or Merger Sub of the Transactions, nor performance or compliance by Parent Transaction Documents do not, and the consummation of the Transactions and compliance or Merger Sub with the provisions of the Parent Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties terms or assets provisions hereof, will (i) conflict with or violate any provision of TopCo the certificate of incorporation or by-laws of Parent or Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.3 are obtained and the filings referred to in Section 4.3 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of their respective Subsidiaries underits Subsidiaries, any provision of or (Ay) the organizational documents of TopCo, the Parent Certificate of Partnership violate or the Parent Partnership Agreement or the comparable organizational documents of constitute a default under any of their respective Subsidiaries the terms, conditions or (B) (1) provisions of any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsparty, other thanexcept, in the case of clause (B) aboveii), any for such conflicts, violations, defaults, rights, losses violations or Liens that have not had and defaults as would not reasonably be expected to have, individually or impair in any material respect the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or ability of Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent Merger Sub to perform its obligations hereunder or the prevent or materially delay consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary power and authority to execute and deliverdeliver this Agreement and the Statutory Merger Agreement and, and subject to obtaining the Merger Sub Shareholder Approval, to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCoStatutory Merger Agreement, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions Transactions, have been duly authorized and approved by all necessary corporate each of the Parent Board and the Merger Sub Board, as applicable, and, except for executing and delivering the Statutory Merger Agreement, filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and obtaining the Merger Sub Shareholder Approval (which approval shall be provided by the written consent of Parent immediately following the execution of this Agreement), no other action (including any shareholder vote or similar action other action) on the part of each Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of TopCo, TopCo GP, Parent, this Agreement and the Statutory Merger Agreement and the consummation by Parent GP and ETE GPMerger Sub of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as except that such enforceability may be limited by and is subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Equity Exception. (b) Each of TopCo GP the Parent Board and Parent GP has the Merger Sub Board have adopted resolutions that have approved the Merger, this Agreement and the other Parent Transaction Documents and the TransactionsStatutory Merger Agreement. (c) Neither the execution and delivery of this Agreement or the Statutory Merger Agreement by Parent and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor performance or compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) contravene, conflict with or violate any provision of Organizational Documents of (A) Parent or Merger Sub or (B) any of Parent’s other Subsidiaries or (ii) The execution, delivery and performance by TopCo and Parent of the Parent Transaction Documents do not, and the consummation of the Transactions and assuming (A) compliance with the provisions matters set forth in Section 4.03(c) (other than Section 4.03(c)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 4.03(c)), (B) that the actions described in Section 5.02(a) have been completed, (C) that the Consents referred to in Section 5.03 and, in the case of Merger Sub, the Merger Sub Shareholder Approval is obtained and (D) that the filings referred to in Section 5.03 are made and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (A) through (D), prior to the Effective Time, (x) violate any Law, writ, injunction, directive, judgment, decree or order applicable to Parent Transaction Documents will notor any of its Subsidiaries, conflict with, (y) violate or result in any violation of, constitute a breach of or default (with or without notice or lapse of time, time or both) underunder any of the terms, conditions or give rise to any right (including a right of termination, cancelation or acceleration provisions of any obligation material Contract to which Parent or any right of first refusalits Subsidiaries is a party or accelerate Parent’s or, participation if applicable, any of its Subsidiaries’, rights or similar rightobligations under any such material Contract or (z) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon on any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries underits Subsidiaries, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assets, other thanexcept, in the case of clause clauses (Bi)(B) aboveand (ii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, constitute a Parent Material Adverse Effect. (iiid) No consent, approval, order The Merger Sub Shareholder Approval (which approval shall be provided by the written consent of Parent as contemplated by Section 6.13) is the only vote or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance approval of the Parent Transaction Documents by TopCo and Parent holders of any class or series of shares of Merger Sub that is necessary to approve this Agreement, the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Statutory Merger Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectMerger.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its their respective obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the Transactions, have been duly authorized and approved by their respective boards of directors and adopted by Parent as the sole stockholder of Merger Sub, and no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP them of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPTransactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (iib) The executionNeither the execution and delivery of this Agreement by Parent and Merger Sub, delivery and performance nor the consummation by TopCo and Parent or Merger Sub of the Transactions, nor compliance by Parent Transaction Documents do not, and the consummation of the Transactions and compliance or Merger Sub with the provisions of the Parent Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties terms or assets provisions hereof, will (i) conflict with or violate any provision of TopCo the articles of incorporation or bylaws of Parent or Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 5.3 are obtained and the filings referred to in Section 5.3 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of their respective Subsidiaries underits Subsidiaries, any provision of or (Ay) the organizational documents of TopCo, the Parent Certificate of Partnership violate or the Parent Partnership Agreement or the comparable organizational documents of constitute a default under any of their respective Subsidiaries the terms, conditions or (B) (1) provisions of any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsparty, other thanexcept, in the case of clause (B) aboveii), any for such conflicts, violations, defaults, rights, losses violations or Liens that have not had and defaults as would not reasonably be expected to haveto, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consentprevent, approval, order impair or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or materially delay the ability of Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent Merger Sub to perform its obligations hereunder or the consummation by TopCo and Parent of to consummate the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company corporate or similar limited liability company, as applicable, power and authority to execute and deliver, and perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by each of Parent and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or similar limited liability company action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other parties theretoPartnership and the Partnership GP, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub in accordance with their its terms, subject, as to enforceability, to bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance and other Laws of general applicability relating to or affecting creditors’ rights and remedies and to general equity principlesprinciples (whether applied in a proceeding at law or in equity). Each of TopCo GP Pursuant to the Special Committee Delegation, the Parent Special Committee duly and Parent GP has approved validly adopted resolutions approving and declaring advisable this Agreement and the other Parent Transaction Documents transactions contemplated hereby, including the Merger, and authorizing Parent, as the indirect sole owner of Merger Sub, to cause Merger Sub to enter into this Agreement and consummate the Merger and the Transactionsother transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement, which resolutions of Parent Special Committee have not been rescinded, modified or withdrawn in any way. (iib) The execution, delivery and performance by TopCo Parent and Parent Merger Sub of the Parent Transaction Documents this Agreement do not, and the consummation of the Transactions Merger and compliance with the provisions of the Parent Transaction Documents this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or give rise to any right of notice, acceleration or termination under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo Parent or Parent Merger Sub or any of their respective Subsidiaries under, any provision of (Ai) the organizational documents of TopCo, the Parent Certificate of Partnership Organizational Documents or the Parent Partnership Agreement or the comparable organizational documents Organizational Documents of any of their respective Subsidiaries Parent’s Subsidiaries, including Merger Sub, or (Bii) subject to the filings and other matters referred to in Section 5.5, (1A) any Contract to which TopCo Parent or Parent Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2B) any Law applicable to TopCo Parent or Parent Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets, other than, in the case of clause (Bii) above, any such conflicts, violations, defaults, rights, losses or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection Simultaneously with the executionexecution of this Agreement, delivery VTDC has executed and performance of delivered the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectSupport Agreement.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company corporate or similar other power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCoAgreement, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions Transactions, have been duly authorized by all necessary corporate or similar other action on the part of each Parent and Merger Sub, and, no other corporate or other action on the part of TopCoParent or Merger Sub is necessary to authorize the execution, TopCo GP, Parent, delivery and performance by Parent GP and ETE GPMerger Sub of this Agreement or the consummation by them of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subjectsubject to the Bankruptcy and Equity Exception. (b) The Parent’s Board of Directors (or a duly constituted committee thereof) has at a duly convened and duly held meeting in accordance with applicable Law and the organizational documents of Parent, as to enforceabilityby the requisite vote of directors, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Transactions and authorized the taking of all steps necessary or desirable for the purpose of implementing the same (the “Parent Transaction Documents and the TransactionsBoard Recommendation”). Such resolution has not been varied or revoked. (iic) The execution, delivery and performance by TopCo and Parent None of the execution and delivery of this Agreement by Parent Transaction Documents do notand Merger Sub, and the consummation by Parent and Merger Sub of the Transactions or compliance by Parent and compliance Merger Sub with the provisions any of the terms or provisions hereof will (i) conflict with, or result in a violation or breach of, any provision of the organizational documents of Parent Transaction Documents will notor the certificate of incorporation or bylaws of Merger Sub, (ii) assuming that the authorizations, consents and approvals referred to in Section 5.3 are obtained and the filings referred to in Section 5.3 are timely made, violate any Law applicable to the Company or any of its Subsidiaries or their respective properties or assets, (iii) assuming that the authorizations, consents and approvals referred to in Section 5.3 and the filings referred to in Section 5.3 are timely made, conflict with, or result in any violation or breach of, or default constitute (with or without notice or lapse of time, or both) under, a default (or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any obligation obligations or loss of any right of first refusal, participation or similar rightmaterial benefit) under, require a consent or cause the loss of any benefit waiver under, or result in require the creation payment of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries a penalty under, any provision terms, conditions or provisions of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are may be bound or (2) any Law applicable to TopCo Permit affecting, or Parent relating in any way to, the assets or business of Parent, Merger Sub or any of their respective Subsidiaries Subsidiaries, or (iv) result in the creation or imposition of any Lien on any asset of Parent, Merger Sub or any of their respective properties or assetsSubsidiaries, other thanexcept, in the case of clause clauses (Bii), (iii) aboveand (iv), any for such conflicts, violations, defaultsbreaches, rightsLiens or defaults that, losses individually or Liens that in the aggregate, (A) have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement Effect and (zB) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to haveprevent or materially delay the consummation by Parent and Merger Sub of any of the Transactions. All required stockholder consents of the Parent as are necessary to enter into and consummate the transactions contemplated hereby have been obtained prior to the date hereto. The Board of Directors of Merger Sub, individually in accordance with the DGCL, the certificate of incorporation of Merger Sub and the bylaws of Merger Sub adopted resolutions (which have not subsequently been rescinded, modified or in withdrawn) (i) approving this Agreement, the aggregateMerger and the other transactions contemplated hereby and (ii) declaring this Agreement to be advisable. Parent, a Parent Material Adverse Effectas the sole stockholder of Merger Sub, has adopted this Agreement. No other vote of any class or series of Merger Sub’s capital stock is necessary to adopt this Agreement and to approve the Merger and the other transactions contemplated hereby for purposes of applicable Law or the organizational instruments of Merger Sub.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company corporate or similar limited liability company, as applicable, power and authority to execute and deliver, and perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by each of Parent and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or similar limited liability company action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery by the other parties theretoPartnership and the Partnership GP, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub in accordance with their its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP The Parent Board has duly and Parent GP has approved validly adopted resolutions approving and declaring advisable this Agreement and the other Parent Transaction Documents transactions contemplated hereby, including the Merger, and authorizing Parent, as sole member of Merger Sub, to cause Merger Sub to enter into this Agreement and consummate the Merger and the Transactionsother transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement, which resolutions of Parent have not been rescinded, modified or withdrawn in any way. (iib) The execution, delivery and performance by TopCo Parent and Parent Merger Sub of the Parent Transaction Documents this Agreement do not, and the consummation of the Transactions Merger and compliance with the provisions of the Parent Transaction Documents this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or give rise to any right of notice, acceleration or termination under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo Parent or Parent Merger Sub or any of their respective Subsidiaries under, any provision of (Ai) the organizational documents of TopCo, the Parent Certificate of Partnership Organizational Documents or the Parent Partnership Agreement or the comparable organizational documents Organizational Documents of any of their respective Subsidiaries Parent’s Subsidiaries, including Merger Sub, or (Bii) subject to the filings and other matters referred to in Section 5.5, (1A) any Contract to which TopCo Parent or Parent Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2B) any Law applicable to TopCo Parent or Parent Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets, other than, in the case of clause (Bii) above, any such conflicts, violations, defaults, rights, losses or Liens that have not had and would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to haveprevent, individually materially delay or in impair the aggregateability of Parent or Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement. (c) Simultaneously with the execution of this Agreement, a Parent Material Adverse EffectEEP will have executed and delivered the EEP Support Agreement.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its their respective obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the Transactions, have been duly authorized and approved by all necessary corporate action by Parent and Merger Sub (including by each of their respective Boards of Directors) and adopted by Parent as the sole stockholder of Merger Sub, and no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP them of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPTransactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or Merger Sub or (ii) The execution, delivery and performance by TopCo and Parent assuming that each of the Parent Transaction Documents do notconsents, authorizations and the consummation approvals referred to in Section 4.3 (and any condition precedents to any such consent, authorization or approval has been satisfied), each of the Transactions filings referred to in Section 4.3 are made and compliance with the provisions of the any applicable waiting periods referred to therein have expired and any condition precedent to such consent, authorization, approval or waiver by Parent Transaction Documents will nothas been satisfied, conflict with, violate any Law applicable to Parent or Merger Sub or (iii) result in any violation a breach of, or constitute a default (with or without notice or lapse of time, time or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusalamendment, participation or similar right) underacceleration, or cause the loss of any benefit undercancellation of, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries Merger Sub is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsparty, other thanexcept, in the case of clause clauses (Bii) aboveand (iii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and corporate authority to execute and deliver, and in the case of Parent, this Agreement to perform its obligations underhereunder and thereunder, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”)as applicable, and to consummate the Transactions. The Board of Directors of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the other Parent Transaction Documents consummation of the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) unanimously approving the Merger and the execution, delivery and performance by TopCoMerger Sub of this Agreement and the consummation of the Transactions, TopCo GP, (ii) declaring that this Agreement and the Transactions are advisable and in the best interests of the sole stockholder of Merger Sub and (iii) directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub entitled to vote thereon, for adoption thereby, which resolutions have not been subsequently rescinded, modified or withdrawn. No vote of holders of capital stock of Parent GP is necessary to approve this Agreement or the consummation by Parent and ETE GP Merger Sub of the Merger and the other Transactions. Parent, as the sole stockholder of Merger Sub, will adopt this Agreement and approve the Transactions by written consent duly executed and delivered immediately following the execution and delivery of this Agreement and will promptly deliver to the Company a true and complete copy of its action by written consent adopting this Agreement and approving the Transactions in accordance with applicable Law and the certificate of incorporation and bylaws of Merger Sub prior to the Closing. Except as expressly set forth in this Section 4.02(a), no other corporate action (including any stockholder vote or other action) on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPTransactions. This Agreement and has been (or will be, as the other Parent Transaction Documents have been case may be) duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP by Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes (or will constitute, as the case may be) a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (iib) The executionexecution and delivery of this Agreement by Parent and by Merger Sub, delivery and performance by TopCo and Parent of the Parent Transaction Documents do not, and the consummation by Parent or Merger Sub of the Transactions and the performance or compliance by Parent or Merger Sub with the provisions any of the terms or provisions hereof, will not (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent Transaction Documents will notor Merger Sub or (ii) assuming that the authorizations, conflict withconsents and approvals referred to in Section 4.03 are obtained prior to the Effective Time and the filings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Effective Time, (x) violate any Law or result in Judgment applicable to Parent, Merger Sub or any violation of, of their respective Subsidiaries or (y) violate or constitute a breach or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, modification, or cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause to the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon under any of the properties terms, conditions or assets provisions of TopCo or Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent accelerate Parent’s, Merger Sub’s or any of their respective Subsidiaries or Subsidiaries’, if applicable, obligations under any of their respective properties or assetssuch Contract, other thanexcept, in the case of clause (B) aboveii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), perform their respective obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the Transactions, have been duly authorized and approved by their respective Boards of Directors (and promptly following the execution hereof will be adopted by Parent as the sole stockholder of Merger Sub) and no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP them of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPTransactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will: (i) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) The executionassuming that the authorizations, delivery consents and performance by TopCo and Parent of the Parent Transaction Documents do not, approvals referred to in Section 4.3 are obtained and the consummation filings referred to in Section 4.3 are made: (A) violate any Law, judgment, writ or injunction of the Transactions and compliance with the provisions any Governmental Authority applicable to Parent or any of the Parent Transaction Documents will notits Subsidiaries or any of their respective properties or assets; or (B) violate, conflict with, or result in the loss of any violation ofbenefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to any right (including a right of termination, cancelation termination or acceleration of any obligation or any right of first refusal, participation or similar right) cancellation under, or cause accelerate the loss of any benefit underperformance required by, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the respective properties or assets of TopCo of, Parent or Parent Merger Sub or any of their respective Subsidiaries under, any provision of (A) the organizational documents terms, conditions or provisions of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party party, or by which they or any of their respective properties or assets are may be bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assets, other thanaffected except, in the case of clause “(B) aboveii)” of this sentence, any for such violations, conflicts, violationslosses, defaults, rightsterminations, losses cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually prevent or in materially delay or materially impair the aggregate, ability of Parent or Merger Sub to consummate the Transactions (a “Parent Material Adverse Effect”).

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), perform their respective obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the Transactions, have been duly authorized and approved by their respective Boards of Directors. The Agreement (including the Plan) has been duly adopted by the Board of Directors of Merger Sub and will, prior to the Effective Time, be adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP them of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPTransactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (iib) The executionNeither the execution and delivery of this Agreement by Parent and Merger Sub, delivery and performance nor the consummation by TopCo and Parent or Merger Sub of the Transactions, nor compliance by Parent Transaction Documents do not, and the consummation of the Transactions and compliance or Merger Sub with the provisions of the Parent Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties terms or assets provisions hereof, will (i) conflict with or violate any provision of TopCo the memorandum of association (or articles of incorporation, as applicable) or bye-laws or bylaws (as the case may be) of Parent or Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 are obtained and the filings referred to in Section 4.4 are made, (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective its Subsidiaries or any of their respective properties or assets, other thanor (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or Merger Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Parent, Merger Sub or any of their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B) above), any for such violations, conflicts, violationslosses, defaults, rightsterminations, losses cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would could not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent.

Authority; Noncontravention. (i) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, under this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar entity action on the part of each Parent and Merger Sub and no other proceedings on the part of TopCoParent or Merger Sub (other than approval by Parent as the sole stockholder of Merger Sub, TopCo GP, Parent, Parent GP such approval to occur immediately after the execution of this Agreement) are necessary to authorize this Agreement or to consummate the Merger and ETE GPthe other transactions contemplated by this Agreement. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other parties theretoCompany, constitute constitutes the legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub in accordance with their its terms, subject, as to enforceability, to except that such enforceability (A) may be limited by bankruptcy, insolvency and insolvency, moratorium or other similar Laws of general applicability affecting or relating to or affecting the enforcement of creditors’ rights generally, and (B) is subject to general equity principles. Each principles of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the Transactionsequity. (ii) The execution, delivery and performance of this Agreement by TopCo Parent and Parent of the Parent Transaction Documents Merger Sub do not, and the consummation by Parent and Merger Sub of the Transactions transactions contemplated by this Agreement and compliance by Parent and Merger Sub with the provisions of the Parent Transaction Documents this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to any right (including a right of of, or result in, termination, cancelation cancellation, modification or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause to the loss of any a benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) in or upon any of the properties or other assets of TopCo or Parent or any of their respective Subsidiaries under, any provision of Merger Sub under (A) the organizational documents certificate of TopCoincorporation and bylaws of Parent or Merger Sub, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries Merger Sub is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or other assets are subject (including any credit facilities or agreements and any other indebtedness arrangements), or (C) subject to the governmental filings and other matters referred to in the following sentence, any Laws and Orders applicable to Parent or Merger Sub or their respective properties or other assets, other than, in the case of clause the immediately preceding clauses (B) aboveand (C), any such conflicts, violations, breaches, defaults, rightsconsents, rights of termination, cancellation, modification or acceleration, losses or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iii) . No consent, approval, order or authorization of, action by or in respect of, or registration, declaration declaration, notice to or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries Merger Sub in connection with the execution, execution and delivery and performance of the this Agreement by Parent Transaction Documents by TopCo and Parent or Merger Sub or the consummation by TopCo Parent and Parent Merger Sub of the Transactionstransactions contemplated by this Agreement, except for (Ix) the filing (i) an amendment to the Schedule 13D of a premerger notification Parent and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (IIii) the approval of FERC under the FPA, (III) the filing Schedule 13E-3 with the SEC of (x) the Form S-4SEC, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings Delaware and appropriate documents with and approvals the relevant authorities of the New York Stock Exchange as other states in which Parent and Merger Sub are required qualified to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration do business, and (VIz) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its their respective obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the Transactions, have been duly authorized and approved by their respective boards of directors and adopted by Parent as the sole shareholder of Merger Sub, and no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP them of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPTransactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (iib) The executionNeither the execution and delivery of this Agreement by Parent and Merger Sub, delivery and performance nor the consummation by TopCo and Parent or Merger Sub of the Transactions, nor compliance by Parent Transaction Documents do not, and the consummation of the Transactions and compliance or Merger Sub with the provisions of the Parent Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties terms or assets provisions hereof, will (i) conflict with or violate any provision of TopCo the certificate of incorporation or articles of organization, as applicable, or bylaws of Parent or Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.3 are obtained and the filings referred to in Section 4.3 are made, (x) violate any Law, judgment, award, writ or injunction of any Governmental Authority applicable to Parent or any of their respective Subsidiaries underits Subsidiaries, any provision of (Ay) the organizational documents of TopCo, the Parent Certificate of Partnership violate or the Parent Partnership Agreement or the comparable organizational documents of constitute a default under any of their respective Subsidiaries the terms, conditions or (B) (1) provisions of any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries or any property or asset of their respective properties any of them is bound or assetsaffected, other thanexcept, in the case of clause (B) aboveii), any for such conflicts, violations, defaults, rights, losses violations or Liens that have not had and defaults as would not reasonably be expected to have, individually impair in any material respect the ability of Parent or in Merger Sub to perform its obligations hereunder or prevent or materially delay consummation of the aggregate, Transactions (a “Parent Material Adverse Effect”). (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary power and authority to execute and deliverdeliver this Agreement, the Statutory Merger Agreement and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP Statutory Merger Agreement and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions Transactions, have been duly and unanimously authorized and approved by all necessary the Boards of Directors of Parent and Merger Sub and no other corporate or similar action on the part of each Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of TopCothis Agreement and the Statutory Merger Agreement and the consummation by Parent and Merger Sub of the Transactions, TopCo GPother than executing and delivering the Statutory Merger Agreement, Parent, the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act and the approval of this Agreement by Parent GP and ETE GPin its capacity as sole shareholder of Merger Sub (which approval shall be provided by the written consent of Parent immediately following execution of this Agreement). This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subjectsubject to the Bankruptcy and Equity Exception. The Board of Directors of each of Parent and Merger Sub has unanimously (i) determined that the Merger Consideration constitutes fair value for each Company Share in accordance with the Bermuda Companies Act and that the Preferred Share Consideration constitutes fair value for each Company Preferred Share in accordance with the Bermuda Companies Act, as (ii) determined that the Merger, on the terms and subject to enforceabilitythe conditions set forth herein, to bankruptcyis fair to, insolvency and other Laws of general applicability relating to or affecting creditors’ rights in the best interests of, Parent and to general equity principles. Each of TopCo GP Merger Sub and Parent GP has their respective shareholders and (iii) adopted resolutions that have approved this Agreement, the Statutory Merger Agreement and the other Parent Transaction Documents Merger, and the Transactionssuch resolutions have not been subsequently rescinded, modified or withdrawn in any way. (b) (i) The execution and delivery of this Agreement or the Statutory Merger Agreement by Parent and Merger Sub, (ii) The executionthe consummation by Parent of Merger Sub of the Transactions, delivery and (iii) the performance or compliance by TopCo and Parent or Merger Sub with any of the terms or provisions hereof, will not (A) contravene, conflict with or violate any provision (1) of the Parent Transaction Organizational Documents do not, and the consummation or (2) of the Transactions and similar organizational documents of any of Parent’s Subsidiaries or (B) assuming (1) compliance with the provisions matters set forth in Section 3.03(f) (other than Section 3.03(f)(iii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 3.03(f)), (2) that the actions described in Section 3.03(a) and 3.03(b) have been completed, (3) that the authorizations, consents and approvals referred to in Section 4.04 and, in the case of Merger Sub, the approval of this Agreement, the Statutory Merger Agreement and the Merger by Parent Transaction Documents will notin its capacity as sole shareholder of Merger Sub are obtained and (4) that the filings referred to in Section 3.04 are made and any waiting periods thereunder have terminated or expired, conflict within the case of each of the foregoing clauses (1) through (4), prior to the Effective Time, (x) violate any Law applicable to Parent, Merger Sub or result in any violation ofof Parent’s Subsidiaries, (y) violate or constitute a breach of or default (with or without notice or lapse of time, time or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon under any of the properties terms, conditions or assets provisions of TopCo or Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Parent’s Subsidiaries is a party or by which any of their respective the assets or properties of Parent, Merger Sub or any of Parent’s Subsidiaries, as applicable, are bound, or give rise to any right to terminate, cancel, amend, modify or accelerate Parent’s or, if applicable, any of its Subsidiaries’ rights or obligations under any such Contract or (z) result in the creation of any Lien on any properties or assets are bound or (2) any Law applicable to TopCo or Parent of Parent, Merger Sub or any of their respective Subsidiaries or any of their respective properties or assetsParent’s Subsidiaries, other thanexcept, in the case of clause (A)(2) and clause (B) above), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the The approval of FERC under the FPAthis Agreement, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing Statutory Merger Agreement by Parent in its capacity as sole shareholder of Merger Sub is the only vote or approval of the TopCo Common Shares holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Statutory Merger Agreement and the Merger. (including d) The Board of Directors of Parent has unanimously (i) determined that the attached CCRs) Merger and the Parent Share Issuance, on the terms and subject to be issued as Merger Consideration the conditions set forth herein, is fair to, and in the best interests of, the Company Shareholders, and (VIii) such other consents, approvals, orders, authorizations, registrations, declarations, filings and noticesapproved this Agreement, the failure Statutory Merger Agreement, the Transactions and the Parent Share Issuance. No vote or approval of which the holders of any class or series of capital stock of Parent is necessary to be obtained approve this Agreement, the Statutory Merger Agreement or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectMerger.

Authority; Noncontravention. (i) Each of TopCoIPC, TopCo GP, Parent, Parent GP IPC Systems and ETE GP IPC Merger Sub has all the requisite company or similar corporate and other power and authority to execute enter into this Agreement and, subject to the Stockholder Approvals, each of which is being obtained by written consent immediately following the execution of this Agreement, each of them has the requisite corporate and deliverother power and authority to consummate the transactions contemplated hereby and thereby. After the delivery of the Stockholder Consents, and perform its obligations underno vote, approval or other action on the part of any holder of IPC Common Stock, IPC Systems Common Stock or IXnet Common Stock shall be required to adopt this Agreement and each other document consummate the transactions contemplated hereby, including the Mergers. No corporate action is required to be entered into taken by it IXnet or its stockholders in connection with the Transactions, including consummation of the CCR Agreement (Intercompany Merger or the “Parent Transaction Documents”), and to consummate the TransactionsIPC Merger. The execution, execution and delivery and performance of this Agreement by IPC, IPC Systems, IXnet and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP IPC Merger Sub and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP them of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or similar action on the part of each IPC, IPC Systems and IPC Merger Sub, subject, in the case of TopCothe IPC Merger and the Intercompany Merger to the IPC Systems Stockholder Approval and the IPC Stockholder Approval, TopCo GP, Parent, Parent GP and ETE GPrespectively. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCoIPC, TopCo GPIPC Systems, Parent, Parent GP IXnet and ETE GP and, assuming the due authorization, execution IPC Merger Sub and delivery by the other parties thereto, constitute legal, constitutes a valid and binding obligations obligation of each of TopCoIPC, TopCo GPIPC Systems, Parent, Parent GP IXnet and ETE GPIPC Merger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP it in accordance with their its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ rights creditors generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and to general equity principlesfair dealing. Each Except as disclosed in Section 3.01(d) of TopCo GP the Disclosure Schedule, the execution and Parent GP has approved delivery of this Agreement and the other Parent Transaction Documents and the Transactions. (ii) The execution, delivery and performance by TopCo and Parent of the Parent Transaction Documents Voting Agreement do not, and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not (including the delivery of the Parent Transaction Documents will notStockholder Consents), conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of or "put" right with respect to any obligation or any right of first refusal, participation or similar right) under, or cause the to loss of any a material benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo or Parent IPC or any of their respective Subsidiaries its subsidiaries under, any provision of (Ai) the organizational documents of TopCo, the Parent Certificate of Partnership Incorporation or the Parent Partnership Agreement By-laws of IPC or the comparable charter or organizational documents of any of their respective Subsidiaries or its subsidiaries, (B) (1ii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to which TopCo or Parent IPC or any of their respective Subsidiaries is a party its subsidiaries or by which any of their respective properties or assets are bound or (2iii) subject to the governmental filings and other matters referred to in the following sentence, any Law judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to TopCo or Parent IPC or any of their respective Subsidiaries its subsidiaries or any of their respective properties or assets, other than, in the case of clause clauses (Bii) aboveand (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent aggregate could not be reasonably expected to have an IPC Material Adverse Effect. (iii) . No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required to be obtained or made by or with respect to TopCo or Parent IPC or any of their respective Subsidiaries its subsidiaries in connection with the executionexecution and delivery of this Agreement by IPC, delivery and performance of the Parent Transaction Documents by TopCo and Parent IPC Systems, IXnet or IPC Merger Sub, as applicable, or the consummation by TopCo and Parent IPC, IPC Systems, IXnet or IPC Merger Sub of the Transactionstransactions contemplated hereby or thereby (including the delivery of the Stockholder Consents), except except, with respect to this Agreement, for (Ii) the filing of a premerger notification and report form by TopCo IPC and Parent IXnet under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law"), (II) the approval of FERC under the FPA, (IIIii) the filing with the SEC of (x) the Form S-4, (y) Information Statements (as defined herein) relating to each of the Proxy Statement Mergers, and (z) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Voting Agreement and the Transactionstransactions contemplated hereby and thereby, (IViii) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger Delaware and the issuance and listing filing of appropriate documents with the TopCo Common Shares (including the attached CCRs) relevant authorities of other states in which IPC or IXnet is qualified to be issued as Merger Consideration do business and (VIiv) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, or notices as are set forth in Section 3.01(d) of the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectDisclosure Schedule.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary power and authority to execute and deliver, deliver this Agreement and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, execution and delivery by Parent and performance Merger Sub of this Agreement Agreement, the performance and the other compliance by Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub with each of its obligations herein and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions Transactions, have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPor Merger Sub. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subjectexcept that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (b) Each of the Parent Board and the Merger Sub Board, at a meeting duly called and held, have unanimously, as applicable, (i) determined that the Merger, on the terms and subject to enforceabilitythe conditions set forth herein, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Transactions are fair to and in the best interests of Parent Transaction Documents and Merger Sub and their respective stockholders, (ii) approved this Agreement, the Merger and the Transactionsother Transactions and (iii) resolved that Parent, as the sole stockholder of Merger Sub, adopt this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor performance or compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) contravene, conflict with or violate any provision of the certificates or articles of incorporation, memorandum of association, by-laws or other comparable charter or organizational documents of (A) Parent or Merger Sub or (B) any of Parent’s other Subsidiaries or (ii) The execution, delivery and performance by TopCo and Parent of the Parent Transaction Documents do not, and the consummation of the Transactions and assuming (A) compliance with the provisions matters set forth in Section 3.03(c) (other than Section 3.03(c)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 3.03(c)), (B) that the actions described in Section 4.02(a) have been completed, (C) that the Consents referred to in Section 4.03 are obtained and (D) that the filings referred to in Section 4.03 are made and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (A) through (D), prior to the Effective Time, (x) violate any Law applicable to Parent Transaction Documents will notor any of its Subsidiaries, conflict with, (y) violate or result in any violation of, constitute a breach of or default (with or without notice or lapse of time, time or both) underunder any of the terms, conditions or give rise to any right (including a right of termination, cancelation or acceleration provisions of any obligation material Contract to which Parent or any right of first refusalits Subsidiaries is a party or accelerate, participation vest or similar right) undertrigger Parent’s or, if applicable, any of its Subsidiaries’, obligations or cause the loss rights of any benefit under, other Person under any such material Contract or (z) result in the creation of any Lien (other than Parent Permitted Liens) upon on any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries underits Subsidiaries, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assets, other thanexcept, in the case of clause clauses (Bi)(B) aboveand (ii), any such conflicts, violations, defaults, rights, losses or Liens that have as has not had and or would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), perform their respective obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the Transactions, have been duly authorized and approved by their respective Boards of Directors and Managers (and prior to the Effective Time will be adopted by Parent as the sole stockholder of Merger Sub or, if there is more than one stockholder of Merger Sub, by all stockholders of Merger Sub) and no other corporate or company action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP them of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPTransactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (iib) The executionNeither the execution and delivery of this Agreement by Parent and Merger Sub, delivery and performance nor the consummation by TopCo and Parent or Merger Sub of the Transactions, nor compliance by Parent Transaction Documents do not, and the consummation of the Transactions and compliance or Merger Sub with the provisions of the Parent Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties terms or assets provisions hereof, will (i) conflict with or violate any provision of TopCo the certificate of formation, certificate of incorporation, limited liability company agreement or bylaws of Parent or Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.3 are obtained, the filings referred to in Section 4.3 are made and any waiting periods under such filings have been terminated or expired, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective its Subsidiaries or any of their respective properties or assets, other thanor (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or Merger Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Parent, Merger Sub or any of their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause clauses (Bx) aboveand (y), any for such violations, conflicts, violationslosses, defaults, rightsterminations, losses cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization ofwould not, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to, prevent or materially delay or materially impair the ability of Parent or Merger Sub to have, individually or in consummate the aggregate, Transactions (a “Parent Material Adverse Effect”).

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Xxxxxx Sub has all requisite company or similar necessary power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The Board of Directors of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the other Parent Transaction Documents consummation of the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn. The Board of Directors of Merger Sub has unanimously adopted resolutions (i) approving the execution, delivery and performance by TopCo, TopCo GP, Parent, Parent GP and ETE GP Xxxxxx Sub of this Agreement and the consummation by TopCoMerger Sub of the Transactions, TopCo GP, Parent, Parent GP (ii) declaring that this Agreement and ETE GP the consummation of the Transactions are advisable and (iii) directing that this Agreement and the Transactions be submitted for consideration at a meeting or by unanimous written consent of Parent, as the sole stockholder of Merger Sub, which resolutions have not been duly authorized subsequently rescinded, modified or withdrawn in a manner adverse to the Company. No vote of holders of capital stock of Parent is necessary to approve this Agreement or the consummation by all necessary Xxxxxx and Merger Sub of the Merger and the other Transactions. Parent, as the sole stockholder of Merger Sub, will approve this Agreement and the Transactions (which approval shall be provided for by the written consent of Parent) immediately following the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.02(a), no other corporate action (including any stockholder vote or similar action other action) on the part of each Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Xxxxxx and Xxxxxx Sub of TopCo, TopCo GP, Parent, Parent GP this Agreement and ETE GPthe consummation by Xxxxxx and Xxxxxx Sub of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP Xxxxxx and ETE GP Xxxxxx Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, the Bankruptcy and Equity Exception. No Takeover Laws apply or will apply to bankruptcy, insolvency and other Laws of general applicability relating Parent or Merger Sub pursuant to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and or the Transactions. (b) Neither the execution and delivery of this Agreement by Xxxxxx and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor performance or compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or Merger Sub or (ii) The executionassuming that the consents, delivery approvals, filings, licenses, permits, authorizations, declarations, notifications and performance by TopCo and Parent of registrations referred to in Section 4.03 are obtained prior to the Parent Transaction Documents do not, Effective Time and the consummation filings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Effective Time, (x) violate any Law or Judgment applicable to Parent, Merger Sub or any of the Transactions and compliance with the provisions of the Parent Transaction Documents will not, conflict with, their respective Subsidiaries or (y) violate or constitute a default under or result in any violation of, or default a breach of (with or without notice or lapse of time, or both) any of the terms or provisions of, or result in a right of payment or loss of a benefit under, or give rise to any right (including a right of consent, approval, termination, cancelation cancellation, amendment or acceleration of of, any obligation or any right of first refusalmaterial Contract to which Parent, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo or Parent Merger Sub or any of their respective Subsidiaries underare a party or material Permit held by Parent, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsSubsidiaries, other thanexcept, in the case of clause (B) aboveii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP Merger Sub and ETE GP Merger Sub 2 has all requisite necessary corporate or limited liability company or similar power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), perform their respective obligations hereunder and to consummate the TransactionsMerger. The execution, delivery and performance by Parent, Merger Sub and Merger Sub 2 of this Agreement, and the consummation by Parent, Merger Sub and Merger Sub 2 of the Merger, have been duly authorized and approved by their respective Boards of Directors or Managers, and no other corporate or limited liability company action on the part of Parent, Merger Sub and Merger Sub 2 is necessary to authorize the execution, delivery and performance by Parent, Merger Sub and Merger Sub 2 of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP them of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP Merger Sub and ETE GP Merger Sub 2 and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP Merger Sub and ETE GPMerger Sub 2, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (iib) The execution, delivery and performance by TopCo and Parent None of the Parent Transaction Documents do notexecution and delivery of this Agreement by Parent, Merger and Merger Sub 2, the consummation by Parent, Merger Sub or Merger Sub 2 of the Transactions and Merger or the compliance by Parent, Merger Sub or Merger Sub 2 with the provisions of the Parent Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties terms or assets provisions hereof, will (i) conflict with or violate any provision of TopCo the certificate or articles of incorporation or formation, as the case may be, or bylaws or operating agreement of Parent, Merger Sub or Merger Sub 2 or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective its Subsidiaries or any of their respective properties or assets, other thanor (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B) abovey), any for such violations, conflicts, violationslosses, defaults, rightsterminations, losses cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP has all Merger Sub have the requisite company or similar corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated by this Agreement, subject to obtaining the Share Issuance Approval. The execution, execution and delivery and performance of this Agreement by Parent and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of each Parent and Merger Sub and no other corporate authorizations or approvals on the part of TopCoParent or Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, TopCo GPsubject to (i) Parent obtaining the Share Issuance Approval, and (ii) Merger Sub obtaining approval of this Agreement and the Merger from Parent, Parent GP and ETE GPas Merger Sub's sole stockholder, which approval shall have been obtained as promptly as possible after the execution of this Agreement. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP and, assuming the due authorization, execution Merger Sub and delivery by the other parties thereto, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub in accordance with their terms, subject, as its terms subject to enforceability, to (i) applicable bankruptcy, insolvency insolvency, fraudulent transfer and other Laws of general applicability conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting creditors’ the enforcement of the rights and to general remedies of creditors generally and (ii) principles of equity principles. Each (regardless of TopCo GP whether considered and applied in a proceeding in equity or at law). (b) The affirmative vote of the holders of a majority of the shares of Parent GP has approved Common Stock present in person or represented by proxy at the Parent Stockholders' Meeting (the "Share Issuance Approval") in favor of the issuance of the Parent Common Stock in the Merger (the "Share Issuance") is the only vote of the holders of any class or series of Parent's capital stock necessary in connection with the transactions contemplated by this Agreement. (c) The Board of Directors of Parent, at a meeting duly called and held at which a quorum of the directors of Parent was present, duly adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby, (ii) declaring that it is advisable and in the best interests of Parent, Merger Sub and their stockholders that Parent and Merger Sub enter into this Agreement and consummate the other Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the Share Issuance is fair for the Parent Transaction Documents and their stockholders, (iv) directing that the TransactionsShare Issuance be submitted to a vote at a meeting of Parent's stockholders to be held as promptly as practicable as set forth in Section 6.2 and (v) recommending that Parent's stockholders approve the Share Issuance, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (d) The Board of Directors of Merger Sub duly adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby, (ii) declaring that it is advisable and in the best interests of Merger Sub and Parent, as its sole stockholder, that Merger Sub enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, and (iii) recommending that Merger Sub's stockholder adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (e) The execution, execution and delivery of this Agreement by Parent and performance by TopCo and Parent of the Parent Transaction Documents do not, Merger Sub and the consummation of the Transactions transactions contemplated hereby and compliance by Parent and Merger Sub with the provisions of the Parent Transaction Documents hereof, do not and will not, not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of of, or result in, termination, cancelation cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit underobligation, or result in the creation of any Lien (other than Parent Permitted Liens) in or upon any of the properties or assets of TopCo or Parent or any of their respective its Subsidiaries under, any provision of (Ai) the organizational documents of TopCo, the Parent Certificate of Partnership Incorporation or Bylaws of Parent or Merger Sub or the Parent Partnership Agreement Certificate of Incorporation or the comparable Bylaws (or similar organizational documents documents) of any of their respective Subsidiaries Subsidiaries, (ii) any Parent Material Contract, or (Biii) (1) subject to the governmental filings and other matters referred to in the following paragraph, any Contract statute, law, ordinance, rule, regulation, judgment, order or decree, in each case, applicable to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective its Subsidiaries or any of their respective properties or assets, ; other than, in the case of clause clauses (Bii) aboveand (iii), any such conflicts, terminations, cancellations, violations, breaches, defaults, rights, losses results, losses, Liens or Liens entitlements that have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent. (iiif) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be made or obtained or made by or with respect to TopCo or Parent or any of their respective its Subsidiaries in connection with the execution, execution and delivery of this Agreement by Parent and performance of the Parent Transaction Documents by TopCo and Parent Merger Sub or the consummation by TopCo Parent and Parent Merger Sub of the Transactionstransactions contemplated hereby or compliance with the provisions hereof, except for (Ii) the filing of a premerger notification and report form as may be required by TopCo and Parent under the HSR Act, any Act or as may be required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, anti-trust or competition law or foreign investment Lawregulation, (IIii) the approval of FERC under the FPA, (III) for the filing with the SEC of (x) the Form S-4, (y) the Joint Proxy Statement relating to the Share Issuance Approval and (z) such other filings, notices or reports under the Exchange Act, as may be required in connection with this Agreement Agreement, the Merger and the Transactionsother transactions contemplated hereby, (IViii) for any filings or notifications required under the rules and regulations of the NASDAQ Stock Market, Inc. of the transactions contemplated hereby, and (iv) for the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of the State other states in which Parent or any of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required its Subsidiaries is qualified to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectdo business.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by Parent and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or similar action on the part of each Parent and Merger Sub and by all necessary shareholder action on the part of TopCo, TopCo GP, Parent, ’s shareholders and no other corporate proceedings on the part of Parent GP and ETE GPMerger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery by each of the other parties theretohereto, constitute constitutes a legal, valid and binding obligations obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) The board of directors of each of TopCoParent and Merger Sub, TopCo GPby resolutions duly adopted at a meeting duly called and held, has unanimously (i) approved, and declared advisable, the agreement of merger (within the meaning of Section 607.1104 of the FBCA and Section 251 of the DGCL, respectively) contained within this Agreement, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, Parent and Merger Sub, respectively, and their respective stockholders and (iii) recommended that the shareholders of Parent approve the Amended and Restated Certificate of Incorporation of Parent and that Parent, Parent GP and ETE GPas the sole stockholder of Merger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved adopt this Agreement and approve the other Parent Transaction Documents and transactions contemplated hereby, which resolutions have not as of the Transactionsdate hereof been subsequently rescinded, modified or withdrawn in any way. (iic) The execution, execution and delivery of this Agreement by Parent and performance by TopCo and Parent of the Parent Transaction Documents Merger Sub do not, and the consummation by Parent and Merger Sub of the Transactions Merger and the other transactions contemplated hereby and compliance by Parent and Merger Sub with the provisions of the Parent Transaction Documents this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of of, or result in, termination, cancelation modification, cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause to the loss of any a benefit under, or result in the creation of any Lien (other than Parent a Permitted LiensLien) in or upon any of the properties or other assets of TopCo or Parent or any of their respective Subsidiaries and Merger Sub under, any provision of ; (Ai) the organizational documents of TopCoParent Certificate, the Merger Sub Certificate, Parent Certificate of Partnership By-laws or the Parent Partnership Agreement Merger Sub By-laws or the comparable organizational documents of any of their respective the Subsidiaries or of Parent; (B) (1ii) any Parent Material Contract to which TopCo or Parent or any of their respective its Subsidiaries is a party or by which any of their respective properties or other assets are bound is subject; or (2iii) assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 6.4(d) any (A) Law applicable to TopCo or Parent or any of their respective its Subsidiaries or any of their respective properties or other assets, other than, in the case of clause or (B) above, Order applicable to Parent or any such conflicts, violations, defaults, rights, losses of its Subsidiaries or Liens that have not had and would not reasonably be expected to have, individually any of their respective properties or in the aggregate, a Parent Material Adverse Effectother assets. (iiid) No consent, approval, order Order or authorization or Permit of, action by or in respect of, registration, declaration or filing with, or notice to, notification to any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective its Subsidiaries in connection with the executionexecution and delivery of this Agreement by Parent and Merger Sub, delivery and performance of the Parent Transaction Documents by TopCo and Parent respectively, or the consummation by TopCo and Parent of the TransactionsMerger or the other transactions contemplated hereby, except for (Ii) (A) the filing of a premerger notification notifications and report form by TopCo and Parent forms under the HSR Act and the expiration or termination of the waiting period required thereunder, and (B) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable Antitrust Law; (ii) consents, approvals, Orders or authorizations or Permits of, actions by or in respect of, registration, declaration or Permits of, actions by or in respect of, registration, declaration or filing with, or notification to (A) the OTS pursuant to 12 C.F.R. § 559.11 and 12 C.F.R. § 563.41(b), referencing the Federal Reserve Regulation W, 12 C.F.R. § 223.31(d), and (B) the FDIC pursuant to 12 C.F.R. § 362.15 and; (iii) applicable requirements of the Securities Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, and state securities takeover and “blue sky” laws, as may be required in connection with this Agreement and the Transactions, transactions contemplated hereby; and (IViv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals . As of the New York Stock Exchange as are required date hereof, to permit the consummation Knowledge of Parent, there is no circumstance, condition or event regarding Parent that is reasonably likely to cause the Merger condition in Section 10.1(b) and the issuance and listing of the TopCo Common Shares (including the attached CCRsSection 10.2(h) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which fail to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectsatisfied.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the other Parent Transaction Documents consummation of the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) authorizing and approving the execution, delivery and performance by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of this Agreement and the consummation by TopCoMerger Sub of the Transactions, TopCo GP(ii) adopting this Agreement, (iii) directing that this Agreement be submitted for consideration at a meeting or by unanimous written consent of Merger Sub’s shareholder, which resolutions have not been subsequently rescinded, modified or withdrawn. No vote of holders of capital stock of Parent is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Merger and the other Transactions. Parent, Parent GP as the sole shareholder of Merger Sub, will approve this Agreement and ETE GP of the Transactions have been duly authorized by all necessary immediately following the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.02(a), no other corporate action (including any shareholder vote or similar action other action) on the part of each Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of TopCo, TopCo GP, Parent, this Agreement and the consummation by Parent GP and ETE GPMerger Sub of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (iib) The executionNeither the execution and delivery of this Agreement by Parent and Merger Sub, delivery and performance nor the consummation by TopCo and Parent or Merger Sub of the Transactions, nor performance or compliance by Parent Transaction Documents do not, and the consummation of the Transactions and compliance or Merger Sub with the provisions of the Parent Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties terms or assets of TopCo provisions hereof, will (i) conflict with or Parent or any of their respective Subsidiaries under, violate any provision of (A) the certificate of incorporation, bylaws or other comparable charter or organizational documents of TopCoParent or Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.03 are obtained prior to the Parent Certificate of Partnership Effective Time and the filings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Parent Partnership Agreement Effective Time, (x) violate any Law or the comparable organizational documents of Judgment applicable to Parent, Merger Sub or any of their respective Subsidiaries or (By) (1) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is are a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent accelerate Parent’s, Merger Sub’s or any of their respective Subsidiaries or Subsidiaries’, if applicable, obligations under any of their respective properties or assetssuch Contract, other thanexcept, in the case of clause (B) aboveii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually have a material adverse effect on the ability of Parent and Merger Sub to perform their obligations under this Agreement or in to consummate the aggregate, a Parent Material Adverse EffectTransactions.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its their respective obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the Transactions, have been duly authorized and approved by their respective Boards of Directors and adopted by Parent as the sole stockholder of Merger Sub, and no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP them of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPTransactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (iib) The executionNeither the execution and delivery of this Agreement by Parent and Merger Sub, delivery and performance nor the consummation by TopCo and Parent or Merger Sub of the Transactions, nor compliance by Parent Transaction Documents do not, and the consummation of the Transactions and compliance or Merger Sub with the provisions of the Parent Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties terms or assets provisions hereof, will (i) conflict with or violate any provision of TopCo the certificate of incorporation or bylaws of Parent or Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.3 are obtained and the filings referred to in Section 4.3 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of their respective Subsidiaries underits Subsidiaries, any provision of or (Ay) the organizational documents of TopCo, the Parent Certificate of Partnership violate or the Parent Partnership Agreement or the comparable organizational documents of constitute a default under any of their respective Subsidiaries the terms, conditions or (B) (1) provisions of any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsparty, other thanexcept, in the case of clause (B) aboveii), any for such conflicts, violations, defaults, rights, losses violations or Liens that have not had and defaults as would not reasonably be expected to have, individually or impair in any material respect the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or ability of Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent Merger Sub to perform its obligations hereunder or the prevent or materially delay consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCoParent and Merger Sub has, TopCo GPor in the case of Merger Sub, Parentwill have as of the date it executes and delivers the Joinder Agreement, Parent GP and ETE GP has all requisite company or similar necessary corporate power and corporate authority to execute and deliver, and in the case of Parent, this Agreement and, in the case of Merger Sub, the Joinder Agreement, to perform its obligations underhereunder and thereunder, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”)as applicable, and to consummate the Transactions. The Board of Directors of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn. The Board of Directors of Merger Sub, immediately prior to executing the Joinder Agreement, has adopted resolutions (i) unanimously approving the Merger and the execution, delivery and performance by Merger Sub of this Agreement, the Joinder Agreement and the consummation of the Transactions, (ii) declaring that the Merger is advisable and in the best interests of the sole stockholder of Merger Sub and (iii) directing that the Merger be submitted for consideration at a meeting or by unanimous written consent of Merger Sub’s stockholder, which resolutions have not been subsequently rescinded, modified or withdrawn. No vote of holders of capital stock of Parent is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Merger and the other Parent Transaction Documents by TopCo, TopCo GP, Transactions. Parent, as the sole stockholder of Merger Sub, will approve this Agreement and the Transactions immediately following the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.02(a), no other corporate action (including any stockholder vote or other action) on the part of Parent GP or Merger Sub is necessary to authorize the execution, delivery and ETE GP performance by Parent and Merger Sub of this Agreement and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPTransactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany and due authorization, constitute execution and delivery of the Joinder Agreement by Merger Sub, constitutes (or will constitute, as the case may be) a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (iib) The executionexecution and delivery of this Agreement by Parent, delivery and performance by TopCo and Parent the execution of the Parent Transaction Documents do notJoinder Agreement by Merger Sub, and the consummation by Parent or Merger Sub of the Transactions and the performance or compliance by Parent or Merger Sub with the provisions any of the terms or provisions hereof, will not (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent Transaction Documents will notor Merger Sub or (ii) assuming that the authorizations, conflict withconsents and approvals referred to in Section 4.03 are obtained prior to the Effective Time and the filings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Effective Time, (x) violate any Law or result in Judgment applicable to Parent, Merger Sub or any violation of, of their respective Subsidiaries or (y) violate or constitute a breach or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, modification, or cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause to the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon under any of the properties terms, conditions or assets provisions of TopCo or Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent accelerate Parent’s, Merger Sub’s or any of their respective Subsidiaries or Subsidiaries’, if applicable, obligations under any of their respective properties or assetssuch Contract, other thanexcept, in the case of clause (B) aboveii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and corporate authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The Board of Directors of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the other Parent Transaction Documents consummation of the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) unanimously approving the Merger and the execution, delivery and performance by TopCoMerger Sub of this Agreement and the consummation of the Transactions, TopCo GP(ii) declaring that the Merger is advisable and (iii) directing that the Merger be submitted for consideration by Merger Sub’s stockholder, which resolutions have not been subsequently rescinded, modified or withdrawn. Parent, as the sole stockholder of Merger Sub, will approve this Agreement and the Transaction immediately following the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.02(a), no other corporate action (including any stockholder vote or other action) on the part of Parent GP or Merger Sub is necessary to authorize the execution, delivery and ETE GP performance by Parent and Merger Sub of this Agreement and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPTransactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, the Bankruptcy and Equity Exception. No Takeover Laws apply or will apply to bankruptcy, insolvency and other Laws of general applicability relating Parent or Merger Sub pursuant to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and or the Transactions. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor performance or compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or Merger Sub or (ii) The executionassuming that the authorizations, delivery consents and performance by TopCo and Parent of approvals referred to in Section 4.03 are obtained prior to the Parent Transaction Documents do notOffer Acceptance Time or the Effective Time, as applicable, and the consummation filings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Offer Acceptance Time or the Effective Time, as applicable, (A) violate any Law or Judgment applicable to Parent, Merger Sub or any of the Transactions and compliance with the provisions of the Parent Transaction Documents will nottheir respective Subsidiaries, conflict with, or (B) result in any violation ofa breach or violation, constitute a default or default require a consent (with or without notice or lapse of time, time or both) or result in the loss of benefit under, or give rise to any right (including a right of termination, cancelation cancellation, amendment or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon under any of the properties terms or assets provisions of TopCo or Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent accelerate Parent’s, Merger Sub’s or any of their respective Subsidiaries or Subsidiaries’, if applicable, obligations under any of their respective properties or assetssuch Contract, other thanexcept, in the case of clause (B) aboveii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, ParentTLP Holdings, Parent GP and ETE GP Merger Sub has all requisite corporate, limited liability company or similar other applicable entity power and authority to execute and deliver, and perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parenteach of TLP Holdings, Parent GP and ETE GP Merger Sub and the consummation by TopCo, TopCo GP, ParentTLP Holdings, Parent GP and ETE GP Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or similar limited liability company action on the part of each of TopCo, TopCo GP, ParentTLP Holdings, Parent GP and ETE GPMerger Sub. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, ParentTLP Holdings, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery by the other parties theretoPartnership and the Partnership GP, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, ParentTLP Holdings, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, ParentTLP Holdings, Parent GP and ETE GP Merger Sub in accordance with their its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP The Parent Board has duly and Parent GP has approved validly adopted resolutions approving and declaring advisable this Agreement and the other Parent Transaction Documents transactions contemplated hereby, including the Merger, and Parent, as the sole member of Merger Sub, has duly and validly adopted resolutions (i) declaring that it is in the best interests of Merger Sub that Merger Sub enter into this Agreement and consummate the Merger and the Transactionsother transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement and (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, which resolutions of Parent and Merger Sub, in each case, have not been rescinded, modified or withdrawn in any way. (iib) The execution, delivery and performance by TopCo TLP Holdings, Parent and Parent Merger Sub of the Parent Transaction Documents this Agreement do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby and compliance with the provisions of the Parent Transaction Documents terms hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or give rise to any right of notice, acceleration or termination under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo TLP Holdings, Parent or Parent Merger Sub or any of their respective Subsidiaries under, any provision of (Ai) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement Organizational Documents or the comparable organizational documents Organizational Documents of TLP Holdings or any of their respective Subsidiaries Parent’s Subsidiaries, including Merger Sub, or (Bii) subject to the filings and other matters referred to in Section 5.5, (1A) any Contract to which TopCo TLP Holdings, Parent or Parent Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2B) any Law applicable to TopCo TLP Holdings, Parent or Parent Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets, other than, in the case of clause (Bii) above, any such conflicts, violations, defaults, rights, losses or Liens items that have not had and would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to haveprevent, individually materially delay or in impair the aggregateability of TLP Holdings, a Parent Material Adverse Effector Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement. (c) Simultaneously with the execution of this Agreement, Parent, TLP Holdings and Equity Holdings will have executed and delivered the Support Agreement.

Authority; Noncontravention. (i) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar corporate power and authority to execute and deliverenter into this Agreement, and perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Stock Option Agreement (the “Parent Transaction Documents”), to which is a party) and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement by Parent and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar and shareholder action on the part of each of TopCoParent and Merger Sub, TopCo GP, Parent, Parent GP and ETE GPrespectively. This Agreement and the other Parent Transaction Documents Stock Option Agreement have been duly executed and delivered by each of TopCoParent and Merger Sub, TopCo GP, Parent, Parent GP and ETE GP and, assuming the due authorization, execution and delivery by the other parties theretoCompany, constitute constitutes the legal, valid and binding obligations of each of TopCoParent and Merger Sub, TopCo GP, Parent, Parent GP and ETE GPrespectively, enforceable against each of TopCoParent and Merger Sub, TopCo GPrespectively, Parent, Parent GP and ETE GP in accordance with their terms, subject, as terms except that (i) such enforceability may be subject to enforceability, to applicable bankruptcy, insolvency and or other Laws of general applicability relating to similar laws now or hereafter in effect affecting creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or injunction or other forms of equitable relief may be subject to general equity principlesequitable defenses and would be subject to the discretion of the courts for which any proceeding therefor may be brought. Each The execution and delivery of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the Transactions. (ii) The execution, delivery and performance by TopCo and Parent of the Parent Transaction Documents Stock Option Agreement do not, and the consummation of the Transactions transactions contemplated hereby and thereby (other than the DevCo. Distribution) and compliance with the provisions of this Agreement and the Parent Transaction Documents Stock Option Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any a benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries its subsidiaries under, any provision of (Ai) the organizational documents certificate of TopCoincorporation or by-laws of Parent, (ii) the Parent Certificate certificate of Partnership incorporation or the Parent Partnership Agreement or by-laws of the comparable organizational documents of any of their respective Subsidiaries its significant subsidiaries or Merger Sub, (B) (1iii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to which TopCo or Parent or any of their respective Subsidiaries is a party its subsidiaries or by which any of their respective properties or assets are bound or (2iv) subject to the governmental filings and other matters referred to in the following sentence, any Law judgment, order, decree, statute, law, ordinance, rule or regulation applicable to TopCo or Parent or any of their respective Subsidiaries its subsidiaries or any of their respective properties or assets, other than, in the case of clause clauses (Bii), (iii) aboveand (iv), any such conflicts, violations, defaults, rights, losses or Liens that have not had and individually or in the aggregate would not (x) have a material adverse effect on Parent or (y) reasonably be expected to haveimpair or delay the ability of Parent or Merger Sub to perform its obligations under this Agreement. To the knowledge of Parent, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No no consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries its subsidiaries in connection with the execution, execution and delivery of this Agreement by Parent and performance of the Parent Transaction Documents by TopCo and Parent Merger Sub or the consummation by TopCo Parent and Parent Merger Sub of the Transactionstransactions contemplated by this Agreement, except for (I1) the filing of a premerger pre-merger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, ; (II) the approval of FERC under the FPA, (III2) the filing with the SEC of (xA) the Form S-4, (y) S-4 and the Proxy Statement and (zB) such reports under the Exchange Act, Act as may be required in connection with this Agreement and the Transactions, transactions contemplated hereby; (IV3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Parent and its subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (V4) such VOI Registrations; (5) such filings with and approvals of the New York Stock Exchange as are required NYSE to permit the consummation shares of Parent Common Stock to be issued in the Merger and under the issuance and listing of the TopCo Common Shares (including the attached CCRs) Company Stock Plan to be issued as Merger Consideration listed on the NYSE; and (VI6) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, consents as may be required to effect the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectDevCo. Distribution.

Authority; Noncontravention. (i) Each of TopCo, TopCo GP, Parent, Parent GP Acquiror OP and ETE GP REIT Merger Sub has all requisite company corporate or similar partnership power and authority to execute and deliver, and perform its obligations under, enter into this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP Acquiror OP and ETE GP REIT Merger Sub and the consummation by TopCo, TopCo GP, Parent, Parent GP Acquiror OP and ETE GP REIT Merger Sub of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar partnership action on the part of each of TopCo, TopCo GP, Parent, Parent GP Acquiror OP and ETE GPREIT Merger Sub, as applicable. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP Acquiror OP and ETE GP REIT Merger Sub, and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany and Target OP, constitute legal, constitutes the valid and binding obligations of each of TopCo, TopCo GP, Parent, Parent GP Acquiror OP and ETE GPREIT Merger Sub, respectively, enforceable against each of TopCo, TopCo GP, Parent, Parent GP Acquiror OP and ETE GP REIT Merger Sub, respectively, in accordance with their terms, subject, as except that such enforceability may be subject to enforceability, to (i) applicable bankruptcy, insolvency and insolvency, reorganization, moratorium, fraudulent conveyance or other Laws of general applicability relating to similar laws now or hereafter in effect affecting creditors’ ' rights and to general equity principles. Each of TopCo GP remedies generally and Parent GP has approved this Agreement and the other Parent Transaction Documents and the Transactions. (ii) general principles of equity, whether considered in a proceeding of law or in equity. The execution, execution and delivery and performance by TopCo and Parent of the Parent Transaction Documents do this Agreement does not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions of the Parent Transaction Documents this Agreement will not, conflict with, or result in any violation violation, forfeiture or termination of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of forfeiture, termination, cancelation cancellation or acceleration (with or without notice or lapse of time, or both) of any material obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit a material benefit, under, or result in the creation or imposition of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo Parent, Acquiror OP or REIT Merger Sub under, (i) the certificate of incorporation or by-laws of Parent, (ii) the certificate of incorporation or by-laws of REIT Merger Sub, (iii) the certificate of limited partnership or the agreement of limited partnership of Acquiror OP; (iv) any loan or credit agreement, note, bond, mortgage, indenture, lease, vendor agreement, capital lease, software agreement, permit, concession, franchise, license or other agreement or instrument or similar authorization applicable to Parent or any of their respective Subsidiaries underREIT Merger Sub or (v) subject to the governmental filings and other matters referred to in the following sentence, any provision of (A) the organizational documents of TopCojudgment, the Parent Certificate of Partnership order, decree, writ, statute, law, ordinance, rule or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract regulation applicable to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsREIT Merger Sub, other than, in the case of clause clauses (Biv) aboveand (v), any such conflicts, violations, defaults, rights, losses or Liens that have not had and individually or in the aggregate would not (x) have a Material Adverse Effect on Parent or (y) reasonably be expected to havematerially impair or materially delay the ability of Parent, individually Acquiror OP or in the aggregate, a Parent Material Adverse Effect. (iii) REIT Merger Sub to perform their respective obligations under this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo Parent, Acquiror OP or Parent or any of their respective Subsidiaries REIT Merger Sub in connection with the executionexecution and delivery of this Agreement by Parent, delivery Acquiror OP and performance of the Parent Transaction Documents by TopCo and Parent REIT Merger Sub or the consummation by TopCo Parent, Acquiror OP and Parent REIT Merger Sub of the Transactionstransactions contemplated by this Agreement, except for (I1) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, Act as may be required in connection with the REIT Merger, the OP Merger, this Agreement and the Transactions, transactions contemplated by this Agreement; (IV2) the filing of the Articles of REIT Merger and Certificate of OP Merger with the Secretary of the State of the State of Tennessee and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, REIT Merger; (V3) such filings with and approvals Governmental Entities to satisfy the applicable requirements of the New York Stock Exchange as laws of states in which Parent and its subsidiaries are required qualified or licensed to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration do business; and (VI4) any such other consents, approvals, orders, authorizations, actions, registrations, declarations, declarations or filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to havethat, individually or in the aggregate, would not (x) have a Parent Material Adverse EffectEffect on the Parent, or (y) reasonably be expected to impair or materially delay the ability of the Parent, Acquiror OP and REIT Merger Sub to perform their obligations under this Agreement.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary power and authority to execute and deliver, deliver this Agreement and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions Transactions, have been duly and unanimously authorized and approved by all necessary the Board of Directors of Parent and the sole member of Merger Sub, and no other corporate or similar limited liability company action on the part of each Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of TopCothis Agreement and the consummation by Parent and Merger Sub of the Transactions, TopCo GP, Parent, other than filing the Certificate of Merger with the Registrar of Corporations of the Republic of the Xxxxxxxx Islands and the approval of this Agreement by GP Buyer in its capacity as sole member of Merger Sub (which approval shall be provided by the written consent of Parent GP and ETE GPimmediately following execution of this Agreement). This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoPartnership, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subjectsubject to the Bankruptcy and Equity Exception. The Board of Directors of Parent has unanimously, as and the sole member of Merger Sub has, (i) determined that the Merger, on the terms and subject to enforceabilitythe conditions set forth herein, to bankruptcyis fair to, insolvency and other Laws of general applicability relating to or affecting creditors’ rights in the best interests of, Parent and to general equity principles. Each of TopCo GP Merger Sub and Parent GP has their respective shareholders and members, and (ii) adopted resolutions that have approved this Agreement and the other Parent Transaction Documents Merger, and the Transactionssuch resolutions have not been subsequently rescinded, modified or withdrawn in any way. (b) None of (i) the execution and delivery of this Agreement by Parent and Merger Sub, (ii) The executionthe consummation by Parent of Merger Sub of the Transactions, delivery and or (iii) performance or compliance by TopCo and Parent or Merger Sub with any of the terms or provisions hereof, will (A) contravene, conflict with or violate any provision (1) of the Parent Transaction Organizational Documents do not, and the consummation or (2) of the Transactions and similar organizational documents of any of Parent’s Subsidiaries or (B) assuming (1) compliance with the provisions matters set forth in Section 3.03(b) (other than Section 3.03(b)(ii)(A)) (and assuming the accuracy of the Parent Transaction Documents will notrepresentations and warranties made in such Section 3.03(b)), conflict with(2) that the actions described in Section 4.02(a) have been completed, (3) that the authorizations, consents and approvals referred to in Section 4.03 and, in the case of Merger Sub, the approval of this Agreement and the Merger by GP Buyer in its capacity as sole member of Merger Sub are obtained and (4) that the filings referred to in Section 4.03 are made and any waiting periods thereunder have terminated or result expired, in the case of each of the foregoing clauses (1) through (4), prior to the Effective Time, (x) violate any violation ofLaw applicable to Parent, Merger Sub or any of Parent’s Subsidiaries, (y) violate or constitute a breach of or default (with or without notice or lapse of time, time or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon under any of the properties terms, conditions or assets provisions of TopCo or Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Parent’s Subsidiaries is a party or by which any of their respective the assets or properties of Parent, Merger Sub or any of Parent’s Subsidiaries, as applicable, are bound, or give rise to any right to terminate, cancel, amend, modify or accelerate Parent’s or, if applicable, any of its Subsidiaries’ rights or obligations under any such Contract or (z) result in the creation of any Lien on any properties or assets are bound or (2) any Law applicable to TopCo or Parent of Parent, Merger Sub or any of their respective Subsidiaries or any of their respective properties or assetsParent’s Subsidiaries, other thanexcept, in the case of clause (A)(2) and clause (B) above), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the The approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) Merger by the filing sole member of Merger Sub is the only vote or approval of the Certificate holders of any class or series of equity interests of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required Sub that is necessary to permit the consummation of the Merger approve this Agreement and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectMerger.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Subs has all the requisite company or similar corporate power and authority to execute and deliverenter into this Agreement and, and perform its obligations undersubject to obtaining the Parent Shareholder Approval, to consummate the transactions contemplated hereby. Subject to obtaining the Parent Shareholder Approval, this Agreement and each other document to be entered into by it in connection with the Transactionstransactions contemplated hereby, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactions. The execution, delivery and performance of this Agreement Mergers and the other Parent Transaction Documents by TopCoShare Issuance, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP of the Transactions have been duly authorized by all necessary corporate or similar action on by Parent. The Parent Board has unanimously (i) determined that it is in the part best interests of each of TopCoParent and its shareholders, TopCo GP, Parent, Parent GP and ETE GP. This Agreement and the other Parent Transaction Documents have been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP and, assuming the due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of each of TopCo, TopCo GP, Parent, Parent GP and ETE GP, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP in accordance with their terms, subject, as to enforceabilitydeclared it advisable, to bankruptcyenter into this Agreement, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the Transactions. (ii) The approved the execution, delivery and performance by TopCo and Parent of this Agreement and the transactions contemplated hereby, including the Mergers and the Share Issuance in connection with the transactions contemplated by this Agreement, (iii) directed that the Share Issuance be submitted to the shareholders of Parent for approval and (iv) resolved to recommend that Parent’s shareholders approve the Share Issuance (the “Parent Recommendation”). This Agreement has been duly and validly executed and delivered by Xxxxxx and Merger Subs and, assuming this Agreement constitutes the legal, valid and binding agreement of the counterparty thereto, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Subs and is enforceable against Parent and Merger Subs in accordance with its terms. (b) No clearances, consents or approvals of, or filings, notifications, notices or registrations with, any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent and Merger Subs of this Agreement or (ii) the consummation by Parent or Merger Subs of the transactions contemplated by this Agreement, except for, subject to the accuracy of the representations and warranties of the Company in Section 3.3(b), (A) the filing with the SEC of the registration statement on Form S-4 by Parent in connection with Share Issuance, in which the Proxy Statement/Prospectus will be included (as amended or supplemented from time to time, the “Registration Statement”) and other filings required under federal or state securities Laws, (B) the filing of the Merger Documents with the Department of State of the Commonwealth of Pennsylvania and the Secretary of State of the State of Delaware, (C) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (D) compliance with the applicable requirements of the HSR Act, and (E) such other consents, authorizations, approvals, filings or registrations the absence or unavailability of which would not have, individually or in the aggregate, a Parent Material Adverse Effect or materially delay consummation of the Mergers. (c) The execution and delivery by Parent and Merger Subs of this Agreement do not and, assuming the Parent Transaction Documents do notShareholder Approval is obtained, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own, operate or use any assets required for the Parent Transaction Documents will not, conflict with, conduct of their business or result in any violation of, or default (with or without notice or lapse of time, time or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any material obligation or any right of first refusal, participation or similar right) under, or cause to the loss of a benefit under any benefit underloan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, tariff, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (Liens other than Parent Permitted Liens) , in each case, upon any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries underits Subsidiaries, (ii) conflict with or result in any violation of any provision of (A) the articles of incorporation or bylaws or other equivalent organizational documents document, in each case as amended or restated, of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective its Subsidiaries is a party or by which any of their respective properties or assets are bound or (2iii) other than the approvals, filings or registrations identified in Section 4.3(b), conflict with or violate any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsLaws, other than, except in the case of clause clauses (Bi) aboveand (iii) for such losses, any such suspensions, limitations, impairments, conflicts, violations, defaults, rightsterminations, losses cancellation, accelerations, or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar organizational power and authority to execute and deliver, and perform its obligations under, enter into this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP of the Transactions transactions contemplated by this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate or similar other organizational action on the part of each Parent and Merger Sub and no other corporate proceedings on the part of TopCo, TopCo GP, Parent, Parent GP and ETE GPor Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery by the other parties theretoparty hereto, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub in accordance with their terms, subject, as its terms (subject to enforceability, to applicable bankruptcy, insolvency solvency, fraudulent transfer, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights generally from time to time in effect and by general principles of equity). As of the date hereof, the board of directors of Parent (the "Parent Board"), at a meeting duly called and held, duly adopted resolutions, (i) declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of Parent and Parent's stockholders and (ii) approving and adopting this Agreement, the Merger and the other transactions contemplated by this Agreement. Parent, in its capacity as sole member of Merger Sub, has consented in writing to general equity principles. Each the approval and adoption of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and transactions contemplated hereby, including the TransactionsMerger. (b) The Board of Managers of Merger Sub, by a validly adopted unanimous consent has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of Merger Sub and Merger Sub's stockholder, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger and (iii) resolved to recommend approval and adoption of this Agreement and the Merger to the sole member of Merger Sub. (c) The execution, execution and delivery of this Agreement by Parent and performance by TopCo and Parent of the Parent Transaction Documents Merger Sub do not, and the consummation of the Transactions Merger and the other transactions contemplated by this Agreement by Parent and Merger Sub and compliance with the provisions of the this Agreement by Parent Transaction Documents and Merger Sub will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, time or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause to the loss of any a benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) in or upon any of the properties or other assets of TopCo Parent, any of its Subsidiaries or Merger Sub under (i) the Parent Articles or Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement By-laws or the comparable organizational documents of any of their respective its Subsidiaries or Merger Sub, (B) (1ii) any Contract to which TopCo or Parent or Parent, any of their respective its Subsidiaries or Merger Sub is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or other assets is subject or (iii) subject to the governmental filings and other matters referred to in Section 4.04 hereof, any Law applicable to Parent, any of its Subsidiaries or Merger Sub or their respective properties or other assets, other than, in the case of clause clauses (Bii) and (iii) above, any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate (A) have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (IIB) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to haveimpair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement and (C) would not reasonably be expected to prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. (d) For purposes of this Agreement, individually or in the aggregate, a "Parent Material Adverse Effect" shall mean any change, effect, event, circumstance, occurrence or state of facts that is materially adverse to the business, financial condition, or results of operations of Parent and its Subsidiaries, taken as a whole, other than any change, effect, event, circumstance, occurrence or state of facts relating to (i) the economy or the financial markets in general, (ii) the industries in which Parent and its Subsidiaries operate in general, (iii) the announcement of the execution of this Agreement or the transactions contemplated hereby or the identity of the Company (provided that the exclusion set forth in this clause (iii) shall not apply to Section 4.03(c) hereof), (iv) changes in applicable Laws or regulations after the date hereof, (v) changes in GAAP or regulatory accounting principles after the date hereof or (vi) any litigation, mediation, arbitration or investigation set forth in Section 4.03(d) of the Parent Disclosure Letter; provided that with respect to clauses (i), (ii), (iv) and (v) such change, effect, event, circumstance, occurrence or state of facts (A) does not specifically relate to (or have the effect of specifically relating to) Parent and its Subsidiaries and (B) is not more adverse to Parent and its Subsidiaries than to other companies operating in the industries in which Parent and its Subsidiaries operate.

Authority; Noncontravention. (i) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Sub has all requisite company or similar corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactions, subject, in the case of the Parent Share Issuance, to receipt of the Parent Stockholder Approval. The execution, execution and delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCoParent and Sub, TopCo GPand no other corporate proceedings, Parentsubject, in the case of the Parent GP and ETE GPShare Issuance, to receipt of the Parent Stockholder Approval on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Sub and, assuming the due authorization, execution and delivery by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPSub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Sub in accordance with their its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. Each The Board of TopCo GP Directors of Parent duly, validly and unanimously adopted resolutions approving this Agreement, the Merger, the other Merger Transactions and approving the proposal to issue shares of Parent GP has approved Common Stock required to be issued in the Merger pursuant to this Agreement (the “Parent Share Issuance”) at the Parent Stockholders' Meeting, and resolved to recommend that the other stockholders of Parent Transaction Documents and approve the TransactionsParent Share Issuance at the Parent Stockholders' Meeting (to the extent such approval is required under applicable Law), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way. (ii) The execution, execution and delivery and performance by TopCo and Parent of the Parent Transaction Documents this Agreement do not, and the consummation of the Transactions and compliance with the provisions of the Parent Transaction Documents this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause to the loss of any a benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo or Parent or Sub under (other than any of their respective Subsidiaries undersuch Lien created in connection with the Financing), any provision of (A) the organizational documents Parent Certificate of TopCoIncorporation, the Parent Certificate of Partnership Bylaws or the Parent Partnership Agreement certificate of incorporation or the comparable organizational documents bylaws of any of their respective Subsidiaries Sub or (B) subject to the filings and other matters referred to in the immediately following sentence, (1) any Contract to which TopCo Parent or Parent Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo Parent or Parent Sub or any of their respective Subsidiaries or any of their respective properties or assets, other than, in the case of clause (B) above, any such conflicts, violations, breaches, defaults, rights, losses or Liens that have not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (iii) No . Assuming the accuracy of the Company's representations and warranties set forth in Section 3.01(d), no consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo Parent or Parent Sub or any of their respective Subsidiaries in connection with the execution, execution and delivery of this Agreement by Parent and performance of the Parent Transaction Documents by TopCo and Parent Sub or the consummation by TopCo Parent and Parent Sub of the Transactions, Transactions except for (I) the filing of a premerger notification and report form by TopCo Parent and Parent Sub under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Joint Proxy Statement and the Form S-4 and (zy) such reports under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IVIII) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (IV) any filings required by and receipt of any applicable consents or approvals from the NYSDFS and, except to the extent that an applicable exemption applies, CDI, (V) such any filings with required under the rules and approvals regulations of the New York Stock Exchange as are Exchange, (VI) any filings required to permit the consummation by and receipt of any applicable consents or approvals from any Governmental Entity set forth on Section 3.02(c) of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration Parent Disclosure Letter and (VIVII) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Xxxxxx Sub has all requisite company or similar necessary power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The sole member of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the other Parent Transaction Documents consummation of the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn. The Board of Directors of Merger Sub has unanimously adopted resolutions (i) authorizing and approving the execution, delivery and performance by TopCo, TopCo GP, Parent, Parent GP and ETE GP Xxxxxx Sub of this Agreement and the consummation by TopCoXxxxxx Sub of the Transactions, TopCo GP(ii) declaring that this Agreement and the Transactions, on substantially the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of Merger Sub and its stockholder, (iii) directing that this Agreement be submitted for consideration at a meeting or by unanimous written consent of Xxxxxx Sub’s stockholder and (iv) recommending that Merger Sub’s stockholder approve this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No vote of holders of membership interests of Parent is necessary to approve this Agreement or the consummation by Xxxxxx and Merger Sub of the Merger and the other Transactions. Parent, Parent GP as the sole stockholder of Merger Sub, is approving this Agreement and ETE GP of the Transactions have been duly authorized (which approval shall be provided for by all necessary corporate the written consent of Parent) simultaneously with the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.02(a), no other limited liability company action (including any stockholder vote or similar action other action) on the part of each Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Xxxxxx and Xxxxxx Sub of TopCo, TopCo GP, Parent, Parent GP this Agreement and ETE GPthe consummation by Xxxxxx and Merger Sub of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP Xxxxxx and ETE GP Xxxxxx Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, the Bankruptcy and Equity Exception. No Takeover Laws apply or will apply to bankruptcy, insolvency and other Laws of general applicability relating Parent or Merger Sub pursuant to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and or the Transactions. (b) Neither the execution and delivery of this Agreement by Xxxxxx and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor performance or compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or Merger Sub or (ii) The executionassuming that the consents, delivery approvals, filings, licenses, permits, authorizations, declarations, notifications and performance by TopCo and Parent of registrations referred to in Section 4.03 are obtained prior to the Parent Transaction Documents do not, Effective Time and the consummation filings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Effective Time, (x) violate any Law or Judgment applicable to Parent, Merger Sub or any of the Transactions and compliance with the provisions of the Parent Transaction Documents will not, conflict with, their respective Subsidiaries or result in any violation of, (y) violate or constitute a default under (with or without notice or lapse of time, time or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties terms, conditions or assets provisions of TopCo or Parent any Contract to which Parent, Merger Sub or any of their respective Subsidiaries underare a party or accelerate Parent’s, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Merger Sub’s or any of their respective Subsidiaries is a party or by which Subsidiaries’, if applicable, obligations under any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetssuch Contract, other thanexcept, in the case of clause (B) aboveii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (i) Each of TopCo, TopCo GPUltimate Parent, Parent, US Parent GP and ETE GP Merger Sub has all requisite company or similar corporate power and authority to execute and deliver, and perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated hereby, subject, in the case of the Merger, to the delivery by US Parent of the written consent, as sole stockholder of Merger Sub, referenced in Section 5.12. The execution, delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GPUltimate Parent, Parent, US Parent GP and ETE GP Merger Sub and the consummation by TopCo, TopCo GPUltimate Parent, Parent, US Parent GP and ETE GP Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GPUltimate Parent, Parent, US Parent GP and ETE GPMerger Sub, subject, in the case of the Merger, to the delivery by US Parent of the written consent, as sole stockholder of Merger Sub, referenced in Section 5.12. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GPUltimate Parent, Parent, US Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GPUltimate Parent, Parent, US Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GPUltimate Parent, Parent, US Parent GP and ETE GP Merger Sub in accordance with their its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws Law of general applicability relating to or affecting creditors’ rights and to general equity principles. Each The board of TopCo GP directors of each of Ultimate Parent, US Parent and Parent GP has approved duly and validly adopted resolutions approving and declaring advisable this Agreement and the other Parent Transaction Documents transactions contemplated hereby, including the Merger, and the Transactionsboard of directors of Merger Sub duly and validly adopted resolutions (A) declaring that it is in the best interests of Merger Sub and its stockholder that Merger Sub enter into this Agreement and consummate the Merger and the other transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement, (B) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger and (C) recommending that the sole stockholder of Merger Sub adopt this Agreement, which resolutions of Ultimate Parent, Parent, US Parent and Merger Sub, in each case, have not been rescinded, modified or withdrawn in any way. (ii) The execution, delivery and performance by TopCo Ultimate Parent, Parent, US Parent and Parent Merger Sub of the Parent Transaction Documents this Agreement do not, and the consummation of the Transactions Merger and compliance with the provisions of the Parent Transaction Documents this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or give rise to any right of notice, acceleration or termination under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo Ultimate Parent, Parent, US Parent or Parent Merger Sub or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement Organizational Documents or the comparable organizational documents of any of their respective Subsidiaries Parent’s Subsidiaries, including Merger Sub, or (B) subject to the filings and other matters referred to in the immediately following sentence, (1) any Contract to which TopCo Ultimate Parent, Parent, US Parent or Parent Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo Ultimate Parent, Parent, US Parent or Parent Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets, other than, in the case of clause (B) above, any such conflicts, violations, defaults, rights, losses or Liens that have not had and would not reasonably be expected to havenot, individually or in the aggregate, a reasonably be expected to prevent, materially delay or impair the ability of Ultimate Parent, Parent, US Parent Material Adverse Effect. (iii) or Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required required, or, in the case of the CFIUS Notice, advisable, to be obtained or made by or with respect to TopCo Ultimate Parent, Parent, US Parent or Parent Merger Sub or any of their respective Subsidiaries in connection with the execution, delivery and performance of the this Agreement by Ultimate Parent, Parent, US Parent Transaction Documents by TopCo and Parent Merger Sub or the consummation by TopCo Ultimate Parent, Parent, US Parent and Parent Merger Sub of the TransactionsMerger, except for (I) the filing of a premerger notification and report form by TopCo Ultimate Parent, Parent, US Parent and Parent Merger Sub under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, antitrust or competition or foreign investment Law, (II) the approval filing of FERC under the FPACFIUS Notice, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange ActAct and the rules and regulations promulgated thereunder, or with the Canadian Securities Commissions, as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such any filings with required under the rules and approvals regulations of the New York NYSE or the Toronto Stock Exchange as are Exchange, (VI) any consents, approvals, orders, authorizations, registrations, declarations, filings and notices required for Ultimate Parent, Parent, US Parent or Merger Sub to permit perform their respective obligations under Section 5.02, (VII) the consummation execution and filing of an FCC Form 603 application or applications with the Merger and FCC pertaining to the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration FCC Private Licenses and (VIVIII) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to havenot, individually or in the aggregate, a reasonably be expected to prevent, materially delay or impair the ability of Ultimate Parent, Parent, US Parent Material Adverse Effector Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement.

Authority; Noncontravention. (i) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each other document to be entered into by it and, in connection with the Transactionscase of Parent, including the CCR Voting Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated by this Agreement and the Voting Agreement. The execution, execution and delivery and performance of this Agreement and the other Voting Agreement by Parent Transaction Documents and the execution of this Agreement by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions transactions contemplated by this Agreement and the Voting Agreement, as applicable, have been duly authorized by all necessary corporate or similar action on the part of each Parent and Merger Sub and, assuming for purposes of TopCodetermining the absence of a required vote of the stockholders of Parent the accuracy of the representations and warranties of the Company set forth in Section 3.01(c) and the compliance by the Company with its obligations under Section 4.01(a)(ii), TopCo GP, Parent, no other corporate proceedings on the part of Parent GP and ETE GPor Merger Sub are necessary to authorize this Agreement or the Voting Agreement or to consummate the transactions contemplated by this Agreement or the Voting Agreement (other than the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub (which Parent shall cause to occur as soon as reasonably practicable following the execution of this Agreement)). This Each of this Agreement and the other Parent Transaction Documents have Voting Agreement has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP this Agreement has duly executed and delivered by Merger Sub and, assuming the due authorization, execution and delivery by the other parties thereto, constitute constitutes a legal, valid and binding obligations obligation of each of TopCoParent and Merger Sub, TopCo GP, Parent, Parent GP and ETE GPas applicable, enforceable against each of TopCoParent and Merger Sub, TopCo GPas applicable, Parent, Parent GP and ETE GP in accordance with their its terms, subject, as to enforceability, subject to bankruptcy, insolvency and other insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement creditors generally and the other Parent Transaction Documents and the Transactionsavailability of equitable remedies (regardless of whether such enforceability is considered in a proceeding at equity or at law). (ii) The execution, execution and delivery of this Agreement and performance the Voting Agreement by TopCo Parent and Parent of the Parent Transaction Documents this Agreement by Merger Sub do not, and the consummation by Parent and Merger Sub of the Transactions Merger and the other transactions contemplated by this Agreement and the Voting Agreement and compliance by Parent and Merger Sub with the provisions of this Agreement and the Parent Transaction Documents Voting Agreement, as applicable, will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of of, or result in, termination, cancelation cancellation, modification or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause to the loss of any a benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) in or upon any of the properties or other assets of TopCo or Parent or any of their respective its Subsidiaries under, any provision of under (Ax) the organizational documents of TopCoParent Articles, the Parent Bylaws, the Merger Sub Certificate of Partnership or the Parent Partnership Agreement Bylaws of Merger Sub or the comparable organizational documents of any other Subsidiaries of their respective Subsidiaries or Parent, (B) (1y) any Contract to which TopCo Parent or Parent any of its Subsidiaries is a party or any of their respective Subsidiaries properties, rights or other assets is a party subject or by which (z) subject to obtaining or making the governmental filings and other matters referred to in Section 3.02(c)(iii), any Law or Order applicable to Parent or any of its Subsidiaries or their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or other assets, other than, in the case of clause clauses (By) aboveand (z), any such conflicts, violations, breaches, defaults, rightsrights of termination, modification, cancellation or acceleration, losses or Liens that individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective its Subsidiaries in connection with the execution, execution and delivery of this Agreement and performance of the Voting Agreement by Parent Transaction Documents and this Agreement by TopCo and Parent Merger Sub or the consummation by TopCo Parent and Parent Merger Sub of the TransactionsMerger or the other transactions contemplated by this Agreement and the Voting Agreement, as applicable, except for (I1) (A) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and the expiration or termination of the waiting period required thereunder and (B) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Antitrust Law, (II) the approval of FERC under the FPA, (III2) the filing with the SEC of (xY) the Form S-4, (y) the Proxy Statement S-4 and (zZ) such reports under the Exchange Act, Act as may be required in connection with this Agreement and the Transactionstransactions contemplated by this Agreement, (IV3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such any filings with and approvals of the New York Stock Exchange as are NYSE, (4) any filings required pursuant to permit the consummation of the Merger state securities and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration “blue sky” laws and (VI5) such other consents, approvals, orders, authorizations, actions, registrations, declarations, declarations and filings and notices, the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iv) Prior to the execution of this Agreement and the Voting Agreement, none of Parent, Merger Sub or any of their “affiliates” or “associates” (as defined in Section 203 of the DGCL) beneficially owned shares of Company Common Stock in an amount sufficient to make any such person an “interested stockholder” (as defined in Section 203 of the DGCL) at any time within three years prior to the date hereof. (v) Neither Parent nor any of its Subsidiaries conducts a “foreign business” as defined in Missouri Revised Statutes Section 442.566.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and corporate authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The Board of Directors of Parent has duly adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the other Parent Transaction Documents consummation of the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) authorizing, approving and declaring advisable and in the best interests of Merger Sub and its sole stockholder, the Merger and the execution, delivery and performance by TopCo, TopCo GP, Parent, Parent GP and ETE GP Xxxxxx Sub of this Agreement and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Xxxxxx Sub of the Transactions and (ii) directing that Xxxxxx Sub submit the adoption of this Agreement to a vote at a meeting or by unanimous written consent of Merger Sub’s stockholder, which resolutions have not been duly authorized subsequently rescinded, modified or withdrawn. No vote of holders of capital stock of Parent is necessary to approve this Agreement or the consummation by all necessary Xxxxxx and Merger Sub of the Merger and the other Transactions. Parent, as the sole stockholder of Merger Sub, will approve this Agreement and the Transactions (which approval shall be provided for by written consent of Parent) immediately following simultaneously with the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.02(a), no other corporate action (including any stockholder vote or similar action other action) on the part of each Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Xxxxxx and Xxxxxx Sub of TopCo, TopCo GP, Parent, Parent GP this Agreement and ETE GPthe consummation by Xxxxxx and Xxxxxx Sub of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP Xxxxxx and ETE GP Xxxxxx Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, the Bankruptcy and Equity Exception. No Takeover Laws apply or will apply to bankruptcy, insolvency and other Laws of general applicability relating Parent or Merger Sub with respect to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and or the Transactions. (iib) The executionNeither the execution and delivery of this Agreement by Xxxxxx and Merger Sub, delivery and performance nor the consummation by TopCo and Parent or Merger Sub of the Transactions, nor performance or compliance by Parent Transaction Documents do not, and the consummation of the Transactions and compliance or Merger Sub with the provisions of the Parent Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties terms or assets of TopCo provisions hereof, will (i) conflict with or Parent or any of their respective Subsidiaries under, violate any provision of (A) the certificate of incorporation, bylaws or other comparable charter or organizational documents of TopCoParent or Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.03 are obtained prior to the Parent Certificate of Partnership Effective Time and the filings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Parent Partnership Agreement Effective Time, (x) violate any Law or the comparable organizational documents of Judgment applicable to Parent, Merger Sub or any of their respective Subsidiaries or (By) (1) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent accelerate Parent’s, Xxxxxx Sub’s or any of their respective Subsidiaries or Subsidiaries’, if applicable, obligations under any of their respective properties or assetssuch Contract, other thanexcept, in the case of clause (B) aboveii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite corporate, limited liability company or similar other applicable entity power and authority to execute and deliver, and perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by each of Parent and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or similar limited liability company action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery by the other parties theretoPartnership and the Partnership GP, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub in accordance with their its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP The Parent Manager has duly and Parent GP has approved validly adopted resolutions approving and declaring advisable this Agreement and the other Parent Transaction Documents transactions contemplated hereby, including the Merger, and Parent, as the holder of all of the equity interests of Merger Sub, has duly and validly adopted resolutions (i) declaring that it is in the best interests of Merger Sub that Merger Sub enter into this Agreement and consummate the Merger and the Transactionsother transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement and (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, which resolutions of Parent and Merger Sub, in each case, have not been rescinded, modified or withdrawn in any way. (iib) The execution, delivery and performance by TopCo Parent and Parent Merger Sub of the Parent Transaction Documents this Agreement do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby and compliance with the provisions of the Parent Transaction Documents terms hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, cancelation cancellation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or give rise to any right of notice, acceleration or termination under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo Parent or Parent Merger Sub or any of their respective Subsidiaries under, any provision of (Ai) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement Organizational Documents or the comparable organizational documents Organizational Documents of any of their respective Subsidiaries Parent’s Subsidiaries, including Merger Sub, or (Bii) subject to the filings and other matters referred to in Section 5.5, (1A) any Contract to which TopCo Parent or Parent Merger Sub or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2B) any Law applicable to TopCo Parent or Parent Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets, other than, in the case of clause (Bii) above, any such conflicts, violations, defaults, rights, losses or Liens items that have not had and would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to haveprevent, individually materially delay or in impair the aggregate, a ability of Parent Material Adverse Effector Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP Holdings, Merger Sub and ETE GP Merger Sub LLC has all requisite company or similar necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each any other document documents and agreements contemplated hereby, to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), perform their respective obligations hereunder and to consummate the Transactions. The executionexecution and delivery of, delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP Holdings, Merger Sub and ETE GP Merger Sub LLC under this Agreement, the Voting Agreements and any other documents and agreements contemplated hereby, and the consummation by TopCo, TopCo GP, Parent, Parent GP Holdings, Merger Sub and ETE GP Merger Sub LLC of the Transactions Transactions, have been duly authorized and approved by all necessary corporate action by Parent, Holdings, Merger Sub and Merger Sub LLC (including by the Parent Board, the Holdings Board, the Merger Sub Board and the Merger Sub LLC Member) and adopted by Holdings as the sole stockholder of Merger Sub and as the sole member of Merger Sub LLC, and no other corporate action or similar other action on the part of each of TopCo, TopCo GP, Parent, Parent GP Holdings, Merger Sub and ETE GPMerger Sub LLC or Parent’s, Holdings’ or Merger Sub’s stockholders or Merger Sub LLC’s sole member is necessary to authorize the execution and delivery of and performance by Parent, Holdings, Merger Sub and Merger Sub LLC under this Agreement, the Voting Agreements and any other documents or agreements contemplated hereby, and the consummation by them of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP Holdings, Merger Sub and ETE GP Merger Sub LLC and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP Holdings, Merger Sub and ETE GPMerger Sub LLC, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, the Bankruptcy and Equity Exception. No vote or approval of the holders of any class or series of Parent’s capital stock is necessary to bankruptcy, insolvency adopt and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved approve this Agreement or the Voting Agreements and the other Parent Transaction Documents and approve the Transactions, including the Integrated Mergers. (b) None of the execution and delivery of this Agreement by Parent, Holdings, Merger Sub or Merger Sub LLC, the consummation by Parent, Holdings, Merger Sub or Merger Sub LLC of the Transactions, and the compliance by Parent, Holdings, Merger Sub or Merger Sub LLC with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, Holdings or Merger Sub or the certificate of formation and limited liability company operating agreement of Merger Sub LLC, in each case as amended, or (ii) The executionassuming that each of the consents, delivery authorizations and performance by TopCo approvals referred to in Section 3.3 are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 4.3 are made and any applicable waiting periods referred to therein have expired, violate any Laws applicable to Parent or any of the Parent Transaction Documents do not, and the consummation of the Transactions and compliance with the provisions of the Parent Transaction Documents will not, conflict with, Subsidiaries or (iii) result in any violation breach of, or constitute a default (with or without notice or lapse of time, time or both) under, or give rise to any right (including a right of termination, cancelation amendment, acceleration or acceleration of cancellation of, any obligation Contract to which Parent, Holdings, Merger Sub or Merger Sub LLC or any right of first refusal, participation or similar right) under, or cause the loss of any benefit undertheir respective Subsidiaries is a party, or result in the creation of any Lien (a Lien, other than Parent any Permitted Liens) Lien, upon any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries underParent Subsidiary, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assets, other thanexcept, in the case of clause clauses (Bii) aboveand (iii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to have, individually or result in the aggregate, a Parent Material Adverse Effect. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance Each of the Parent Transaction Documents by TopCo Board, the Holdings Board, the Merger Sub Board and Parent or the consummation by TopCo Merger Sub LLC Member at meetings duly called and Parent held, has (i) approved the execution and delivery of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent performance under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement this Agreement and (zii) such reports under the Exchange Act, as may be required in connection with resolved that this Agreement and the Transactions, (IV) upon the filing terms, and subject to the conditions set forth in this Agreement and in accordance with the relevant provisions of the Certificate DGCL and the DLLCA, are advisable, fair to and in the best interests of the stockholders of Parent, the sole stockholder of Holdings, the sole stockholder of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger Sub and the issuance and listing sole member of the TopCo Common Shares (including the attached CCRs) to be issued Merger Sub LLC, as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectapplicable.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary power and authority to execute and deliverdeliver this Agreement and the Statutory Merger Agreement and, and subject to obtaining the Merger Sub Shareholder Approval, to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCoStatutory Merger Agreement, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions Transactions, have been duly authorized and approved by all necessary corporate each of the Parent Board and the Merger Sub Board, as applicable, and, except for executing and delivering the Statutory Merger Agreement, filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and obtaining the Merger Sub Shareholder Approval (which approval shall be provided by the written consent of Parent immediately following the execution of this Agreement), no other action (including any shareholder vote or similar action other action) on the part of each Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of TopCo, TopCo GP, Parent, this Agreement and the Statutory Merger Agreement and the consummation by Parent GP and ETE GPMerger Sub of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as except that such enforceability may be limited by and is subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Equity Exception. (b) Each of TopCo GP the Parent Board and Parent GP has the Merger Sub Board have adopted resolutions that have approved the Merger, this Agreement and the other Parent Transaction Documents and the TransactionsStatutory Merger Agreement. (c) Neither the execution and delivery of this Agreement or the Statutory Merger Agreement by Parent and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor performance or compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) contravene, conflict with or violate any provision of (A) the constituent documents of Parent, (B) the Organizational Documents of Merger Sub or (C) the Organizational Documents of any of Parent’s other Subsidiaries or (ii) The execution, delivery and performance by TopCo and Parent of the Parent Transaction Documents do not, and the consummation of the Transactions and assuming (A) compliance with the provisions matters set forth in Section 4.03(c) (other than Section 4.03(c)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 4.03(c)), (B) that the actions described in Section 5.02(a) have been completed, (C) that the Consents referred to in Section 5.03 and, in the case of Merger Sub, the Merger Sub Shareholder Approval is obtained and (D) that the filings referred to in Section 5.03 are made and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (A) through (D), prior to the Effective Time, (x) violate any Law, writ, injunction, directive, judgment, decree or order applicable to Parent Transaction Documents will notor any of its Subsidiaries, conflict with, (y) violate or result in any violation of, constitute a breach of or default (with or without notice or lapse of time, time or both) underunder any of the terms, conditions or provisions of, or give rise to any right (including a right of termination, cancelation modification, acceleration or acceleration of cancellation under any obligation material Contract to which Parent or any right of first refusalits Subsidiaries is a party or accelerate Parent’s or, participation if applicable, any of its Subsidiaries’ rights or similar rightobligations under any such material Contract or (z) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon on any of the properties or assets of TopCo or Parent or any of their respective Subsidiaries underits Subsidiaries, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assets, other thanexcept, in the case of clause clauses (Bi)(B) aboveand (ii), any such conflicts, violations, defaults, rights, losses or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, constitute a Parent Material Adverse Effect. (iiid) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to The Merger Sub Shareholder Approval (which approval shall be obtained or made provided by or with respect to TopCo or the written consent of Parent or any one of their respective its wholly owned Subsidiaries in connection with as contemplated by Section 6.12) is the execution, delivery and performance only vote or approval of the Parent Transaction Documents by TopCo and Parent holders of any class or series of shares of Merger Sub that is necessary to approve this Agreement, the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Statutory Merger Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectMerger.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), and to consummate the Transactionsperform their respective obligations hereunder. The execution, delivery and performance of Parent’s and Merger Sub’s obligations under this Agreement and the other Parent Transaction Documents by TopCoAgreement, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP of the Transactions Merger by Merger Sub, have been duly authorized and approved by all necessary the respective Boards of Directors of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub and no other corporate or similar shareholder action on the part of each Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of TopCo, TopCo GP, Parent, Parent GP and ETE GPtheir obligations under this Agreement or the consummation by them of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly and validly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Merger Sub of the Merger, nor compliance by Parent or Merger Sub with their respective obligations hereunder would (i) conflict with or violate any provision of the articles or certificate of incorporation, articles of association or bylaws of Parent or Merger Sub or (ii) The executionassuming that the authorizations, delivery consents and performance by TopCo approvals referred to in Section 4.3 are obtained and Parent of the Parent Transaction Documents do not, any waiting periods thereunder have terminated or expired and the consummation filings referred to in Section 4.3 are made, (x) violate any Law, or any Orders of the Transactions and compliance with the provisions any Governmental Authority applicable to Parent or any of the Parent Transaction Documents will notits Subsidiaries in any material respect or (y) violate, conflict with, or result in the loss of any violation ofbenefit under, constitute a default under (or default (an event which, with or without notice or lapse of time, or both) under, would constitute a default), result in the termination of or give rise to any right (including a right of termination, cancelation termination or acceleration of any obligation or any right of first refusal, participation or similar right) cancellation under, or cause accelerate the loss of any benefit underperformance required by, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the respective properties or assets of, Parent or Merger Sub under, any of TopCo the terms, conditions or Parent provisions of any Contract to which Parent, Merger Sub or any of their respective Subsidiaries underare a party, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective Subsidiaries is a party or by which they or any of their respective properties or assets are is or may be bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assets, other thanaffected except, in the case of clause (B) abovey), any for such violations, conflicts, violationslosses, defaults, rightsterminations, losses cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to result in a Parent Material Adverse Effect. (iiic) No consentNeither Parent, approval, order Merger Sub nor any Person holding twenty-five percent (25%) or authorization of, more of either the voting rights or registration, declaration or filing with, or notice to, any Governmental Entity is required the right to be obtained or made by or with respect to TopCo or appoint directors of Parent or Merger Sub owns any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectCompany Ordinary Shares.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Purchaser has all requisite company necessary corporate or similar power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and each other document and, subject to be entered into the adoption of this Agreement by it in connection with the Transactionsimmediate parent of Purchaser as the sole stockholder of Purchaser, including the CCR Agreement (the “Parent Transaction Documents”), to perform their respective obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser of this Agreement, and the consummation by Parent and Purchaser of the Transactions, have been duly authorized and approved by their respective Boards of Directors, and except for the adoption of this Agreement by the immediate parent of Purchaser as the sole stockholder of Purchaser, no other corporate action on the part of Parent and Purchaser is necessary to authorize the execution, delivery and performance by Parent and Purchaser of this Agreement and the other Parent Transaction Documents consummation by TopCo, TopCo GP, Parentthem of the Transactions. Immediately following the execution and delivery of this Agreement, Parent GP and ETE GP and shall cause the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP immediate parent of Purchaser to adopt this Agreement as the Transactions have been duly authorized by all necessary corporate or similar action on the part sole stockholder of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPPurchaser. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Purchaser and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPPurchaser, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subject, as subject to enforceability, to bankruptcy, insolvency the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the TransactionsEquity Exception. (b) Neither the execution and delivery of this Agreement by Parent and Purchaser nor the consummation by Parent or Purchaser of the Transactions, nor compliance by Parent or Purchaser with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the organizational documents of Parent or Purchaser, (ii) The executionassuming that the authorizations, delivery consents and performance by TopCo and Parent of the Parent Transaction Documents do not, approvals referred to in Section 4.3 and the consummation Company Stockholder Approval are obtained and the filings referred to in Section 4.3 are made, violate any Law, judgment, writ, order, ruling, decree or injunction of the Transactions and compliance with the provisions any Governmental Authority applicable to Parent or any of the Parent Transaction Documents will not, its Subsidiaries or any of their respective properties or assets or (iii) conflict with, or result in any violation of, or of default (with or without notice or the lapse of time, time or the giving of notice or both) under, or give rise to any right (including a right of termination, cancelation or acceleration of any obligation or any right to a loss of first refusal, participation or similar right) a material benefit under, or cause the loss to increased, additional, accelerated or guaranteed rights or entitlements of any benefit Person under, or result in the creation of any Lien (other than Parent Permitted Liens) upon any of the properties or assets of TopCo or Parent or any of their respective its Subsidiaries under, any provision of (A) the organizational documents terms, conditions or provisions of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent or any of their respective its Subsidiaries is a party or by which any of them or their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective Subsidiaries or any of their respective properties or assetsbound, other thanexcept, in the case of clause (Bii) aboveor (iii), any for such conflicts, violations, defaults, rights, losses or Liens that have not had and matters as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP Merger Sub I and ETE GP Merger Sub II has all requisite corporate or limited liability company or similar power and authority authority, as applicable, to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. No vote of holders of capital stock of Parent is necessary to approve this Agreement or to consummate, by Parent, Merger Sub I and Merger Sub II, the Company Merger and OpCo Merger, as applicable, and the other Transactions. The execution, execution and delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP Merger Sub I and ETE GP Merger Sub II and the consummation by TopCo, TopCo GP, Parent, Parent GP Merger Sub I and ETE GP Merger Sub II of the Company Merger and OpCo Merger, as applicable, and the other Transactions have been duly authorized and approved by all necessary the respective Boards of Directors or sole member, as applicable, of Parent, Merger Sub I and Merger Sub II, and except for the adoption of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub I (which adoption shall be effected by the written consent of Parent immediately following the execution of this Agreement), no other corporate or similar action proceedings on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub I or Merger Sub II are necessary to authorize this Agreement or the consummation of the Transactions. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCoXxxxxx, TopCo GP, Parent, Parent GP Merger Sub I and ETE GP Merger Sub II and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany and OpCo, constitute constitutes a legal, valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP Merger Sub I and ETE GPMerger Sub II, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subjectsubject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Parent has adopted resolutions approving the execution, as to enforceability, to bankruptcy, insolvency delivery and other Laws performance by Parent of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents consummation of the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn. The Board of Directors of Merger Sub I has adopted resolutions (i) unanimously approving the Company Merger and the execution, delivery and performance by Xxxxxx Sub I of this Agreement and the consummation of the Company Merger and the other Transactions, (ii) declaring that this Agreement is advisable and (iii) directing that this Agreement be submitted for adoption by Xxxxxx Sub I’s stockholder, which resolutions have not been subsequently rescinded, modified or withdrawn. The sole member of Merger Sub II has adopted resolutions (A) unanimously approving the OpCo Merger and the execution, delivery and performance by Merger Sub II of this Agreement and the consummation of the OpCo Merger and the other Transactions and (B) declaring that this Agreement is advisable, which resolutions have not been subsequently rescinded, modified or withdrawn. (iic) The execution, delivery and performance of this Agreement by TopCo Parent, Merger Sub I and Parent of the Parent Transaction Documents Merger Sub II do not, and the consummation by Parent, Merger Sub I and Merger Sub II of the Transactions Company Merger and the OpCo Merger, as applicable, and the other Transactions, and compliance with Parent, Merger Sub I and Merger Sub II with the provisions of the Parent Transaction Documents this Agreement do not and will notnot require any consent by any person under, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to any right (including a right of termination, modification, cancelation or acceleration of any obligation or any right of first refusal, participation or similar right) under, or cause to the loss of any benefit under, or result in the creation of any Lien (other than Parent Permitted Liens) upon upon, any of the properties properties, rights or assets of TopCo Parent or any of its Subsidiaries under, (i) the certificate of incorporation, by-laws or other comparable charter or Organizational Documents of Parent, Merger Sub I or Merger Sub II, (ii) any Contract to which Parent or any of its Subsidiaries is a party or any of their respective Subsidiaries underproperties, rights or other assets is subject or (iii) subject to receipt of the governmental filings and other matters referred to in Section 4.02(d), any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership Law or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract Order applicable to which TopCo or Parent or any of their respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (2) any Law applicable to TopCo or Parent or any of their respective its Subsidiaries or any of their respective properties properties, rights or assets, other than, in the case of clause clauses (Bii) aboveand (iii), any such conflicts, violations, breaches, defaults, rightsrights of termination, modification, cancelation or acceleration, losses or Liens that have not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (iiid) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity Authority is required to be obtained or made by or with respect to TopCo or Parent or any of their respective its Subsidiaries in connection with the executionexecution and delivery of this Agreement by Parent, delivery Merger Sub I and performance of the Parent Transaction Documents by TopCo and Parent Merger Sub II or the consummation by TopCo Parent, Merger Sub I and Parent Merger Sub II of the Transactions, except for (Ii) compliance with the filing applicable requirements of a premerger notification and report form by TopCo and Parent under the HSR Exchange Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) including the filing with the SEC of (x) the Form S-4Proxy Statement, (yii) the Proxy Statement filings required under, and (z) such reports under the Exchange Actcompliance with other applicable requirements of, as may be required in connection with this Agreement any applicable Antitrust and the TransactionsForeign Investment Law, (IViii) the filing of the Company Certificate of Merger and the OpCo Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VIiv) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings and notices, the failure of which to be obtained obtained, made or made has not had and given would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Authority; Noncontravention. (ia) Each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub has all requisite company or similar necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement and each other document to be entered into by it in connection with the Transactions, including the CCR Agreement (the “Parent Transaction Documents”), hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents by TopCoAgreement, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub of the Transactions Transactions, have been duly authorized by all necessary corporate or similar limited liability company action, and no other corporate or limited liability company action (including any stockholder vote or other action) on the part of each Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of TopCothis Agreement and the consummation by Parent and Merger Sub of the Transactions, TopCo GP, Parent, other than adoption of this Agreement and approval of the Merger by Parent GP in its capacity as sole stockholder of Merger Sub and ETE GPcompliance with the filing and notice requirements set forth in Section 4.3. This Agreement and the other Parent Transaction Documents have has been duly executed and delivered by each of TopCo, TopCo GP, Parent, Parent GP and ETE GP Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties theretoCompany, constitute legal, constitutes a valid and binding obligations obligation of each of TopCo, TopCo GP, Parent, Parent GP and ETE GPMerger Sub, enforceable against each of TopCo, TopCo GP, Parent, Parent GP and ETE GP them in accordance with their its terms, subjectsubject to the Bankruptcy and Equity Exception. The board of directors (or similar governing body) of Parent and Merger Sub have (i) determined that the Merger, as on the terms and subject to enforceabilitythe conditions set forth herein, to bankruptcyis fair to, insolvency and other Laws of general applicability relating to or affecting creditors’ rights in the best interests of, Parent and to general equity principles. Each of TopCo GP Merger Sub and Parent GP has their respective members and stockholders and (ii) adopted resolutions that have approved and declared advisable this Agreement and Agreement, the other Parent Transaction Documents Merger and the Transactions, and such resolutions, as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor performance or compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the respective certificate of incorporation or bylaws (or similar organizational documents) of Parent or Merger Sub or (ii) The executionassuming that the authorizations, delivery consents and performance by TopCo and Parent of the Parent Transaction Documents do not, approvals referred to in Section 4.3 are obtained and the consummation filings referred to in Section 4.3 are made, (x) breach, violate or constitute a default under ( any Law or Order of the Transactions and compliance with the provisions any Governmental Authority applicable to Parent or any of the Parent Transaction Documents will notits Subsidiaries or any of their respective properties or assets (whether tangible or intangible), conflict with, (y) violate or result in any violation of, or constitute a default under (with or without notice or the lapse of time, or both) under), or give rise to any right (including a right of termination, cancelation or acceleration modification of any obligation obligations or any right of first refusal, participation or similar right) under, or cause the loss of any benefit under, or result in the creation termination of any Lien (other than Parent Permitted Liens) upon or a right of termination or cancellation under or accelerate the performance required by any of the properties terms, conditions or assets provisions of TopCo or Parent or any of their respective Subsidiaries under, any provision of (A) the organizational documents of TopCo, the Parent Certificate of Partnership or the Parent Partnership Agreement or the comparable organizational documents of any of their respective Subsidiaries or (B) (1) any Contract to which TopCo or Parent Parent, Merger Sub or any of their respective Subsidiaries is a party or by which any of their Parent’s or Merger Sub’s respective properties or assets are (whether tangible or intangible) may be bound or (2z) result in the creation of any Law applicable to TopCo Lien (other than a Permitted Lien) on any properties or Parent assets (whether tangible or intangible) of Parent, Merger Sub or any of their respective Subsidiaries or any of their respective properties or assetsother than pursuant to the Financing Letters, other than, except in the case of clause (B) aboveii), any such conflictsas has not had, violations, defaults, rights, losses or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to TopCo or Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of the Parent Transaction Documents by TopCo and Parent or the consummation by TopCo and Parent of the Transactions, except for (I) the filing of a premerger notification and report form by TopCo and Parent under the HSR Act, any required filing under the Canada Competition Act and any other filings required or advisable under any applicable foreign antitrust, competition or foreign investment Law, (II) the approval of FERC under the FPA, (III) the filing with the SEC of (x) the Form S-4, (y) the Proxy Statement and (z) such reports under the Exchange Act, as may be required in connection with this Agreement and the Transactions, (IV) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (V) such filings with and approvals of the New York Stock Exchange as are required to permit the consummation of the Merger and the issuance and listing of the TopCo Common Shares (including the attached CCRs) to be issued as Merger Consideration and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.