Common use of Validity of Agreement; Authorization; Valid Issuance Clause in Contracts

Validity of Agreement; Authorization; Valid Issuance. (a) The Partnership has the requisite power and authority to enter into the Transaction Documents to which it is or will be a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents by each of the Partnership Entities and the performance of the obligations of each of the Partnership Entities thereunder have been duly authorized by the board of directors of the general partner of the Partnership (the “Partnership Board”) and no other proceedings on the part of the Partnership or any of the Partnership Entities are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the Partnership is or will be a party has been (in the case of this Agreement and the other Transaction Documents executed on the date hereof), or will be at the Closing (in the case of any other Transaction Documents) duly executed and delivered by the Partnership and constitute, or will constitute at the Closing, as applicable, the Partnership’s valid and binding obligation, enforceable against the Partnership in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception). (b) The issuance of the Common Units into which the Series A Convertible Units to be issued as the Equity Consideration may be converted has been duly authorized in accordance with the Organizational Documents of the Partnership. On the Closing Date, the issuance of the Series A Convertible Units comprising the Equity Consideration will have been duly authorized in accordance with the Organizational Documents of the Partnership. The Series A Convertible Units comprising the Equity Consideration, when issued and delivered to Contributor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Organizational Documents of the Partnership) and non-assessable (except to the extent non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and free of any Liens or restrictions upon voting or transfer thereof pursuant to any Contract to which the Partnership or any of its Affiliates is a party or by which any property or assets of any such Person is bound or affected, other than pursuant to the Partnership Agreement and transfer restrictions under federal and state securities Law.

Validity of Agreement; Authorization; Valid Issuance. (a) The Partnership Acquiror has the all requisite limited partnership power and authority to enter into this Agreement and the other Transaction Documents to which it Acquiror is or will be a party and to carry out its obligations hereunder and thereunder. . (b) The execution and delivery of this Agreement and the other Transaction Documents by each of the Partnership Entities to which Acquiror is a party and the performance of the Acquiror’s obligations of each of the Partnership Entities hereunder and thereunder have been duly authorized by the board of directors of the general partner of the Partnership (the “Partnership Board”) Acquiror GP, and no other proceedings on the part of the Partnership or any of the Partnership Entities Acquiror are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the Partnership is or will be a party has been (in the case of this This Agreement and the other Transaction Documents executed on the date hereof), or will be at the Closing (in the case of any other Transaction Documents) to which Acquiror is a party have been duly executed and delivered by Acquiror and, assuming due execution and delivery by the Partnership other parties hereto and constitutethereto, or will constitute at the Closing, as applicable, the PartnershipAcquiror’s valid and binding obligation, obligation enforceable against the Partnership Acquiror in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception)their respective terms. (bc) The issuance of the Acquiror Common Units into which the Series A Convertible and Acquiror Class B Units to be issued as comprising the Equity Consideration may be converted has been duly authorized in accordance with the Organizational Documents of the Partnership. On the Closing Date, the issuance of the Series A Convertible Units comprising the Equity Consideration will have been duly authorized in accordance with the Organizational Documents of the PartnershipAcquiror. The Series A Convertible Acquiror Common Units and Acquiror Class B Units comprising the Equity Consideration, when issued and delivered to Contributor ETP in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Organizational Documents of the PartnershipAcquiror Partnership Agreement) and non-assessable (except to the extent non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) Act (the “DRULPA”)), and free and clear of any Liens or all Encumbrances, except for (i) restrictions upon on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of Acquiror. Upon issuance and delivery of the Acquiror Common Units and Acquiror Class B Units comprising the Equity Consideration, ETP will be duly admitted as an additional Limited Partner (as defined in the Acquiror Partnership Agreement). The voting or transfer thereof pursuant to any Contract to which and other limitations described in the Partnership or any definition of its Affiliates is a party or by which any property or assets of any such Person is bound or affected, other than pursuant to “Outstanding” in the Acquiror Partnership Agreement and transfer restrictions under federal the Acquiror Amended Partnership Agreement shall not apply to ETP and state securities Lawits Affiliates as a result of the Acquiror Common Units and Acquiror Class B Units acquired and/or received by ETP and its Affiliates pursuant to this Agreement, the GP Purchase Agreement and the Restructuring Agreement.

Validity of Agreement; Authorization; Valid Issuance. (a) The Partnership has the requisite power and authority to enter into the Transaction Documents to which it is or will be a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents by each of the Partnership Entities and the performance of the obligations of each of the Partnership Entities thereunder have been duly authorized by the board of directors of the general partner of the Partnership (the “Partnership Board”) and no other proceedings on the part of the Partnership or any of the Partnership Entities are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the Partnership is or will be a party has been (in the case of this Agreement and the other Transaction Documents executed on the date hereof), or will be at the Closing (in the case of any other Transaction Documents) duly executed and delivered by the Partnership and constitute, or will constitute at the Closing, as applicable, the Partnership’s valid and binding obligation, enforceable against the Partnership in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception). (b) The issuance of the Common Units, and Common Units into which the Series A Convertible Units to may be issued as converted, comprising the Equity Consideration may be converted has been duly authorized in accordance with the Organizational Documents of the Partnership. On the Closing Date, the issuance of the Series A Convertible Units comprising the Equity Consideration will have been duly authorized in accordance with the Organizational Documents of the Partnership. The Common Units and the Series A Convertible Units comprising the Equity Consideration, when issued and delivered to Contributor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Organizational Documents of the Partnership) and non-assessable (except to the extent non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and free of any Liens or restrictions upon voting or transfer thereof pursuant to any Contract to which the Partnership or any of its Affiliates is a party or by which any property or assets of any such Person is bound or affected, other than pursuant to the Partnership Agreement and transfer restrictions under federal and state securities Law.

Validity of Agreement; Authorization; Valid Issuance. (a) The Partnership Each of the Acquirer Parties has the requisite power and authority to enter into the Transaction Documents to which it is or will be a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents by each of the Partnership Entities and the performance of the each Acquirer Party’s obligations of each of the Partnership Entities thereunder have been duly authorized by the board Board of directors Directors or similar governing body of the general partner of the Partnership (the “Partnership Board”) such Acquirer Party and no other proceedings on the part of the Partnership or any of the Partnership Entities such Acquirer Party are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the Partnership an Acquirer Party is or will be a party has been (in the case of this Agreement and the other Transaction Documents executed on the date hereof), or will be at the Closing (in the case of any other Transaction Documents) duly executed and delivered by the Partnership such Acquirer Party and constitute, or will constitute at the Closing, as applicable, the Partnershipsuch Acquirer Party’s valid and binding obligation, enforceable against the Partnership such Acquirer Party in accordance with its terms (except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Law affecting the Remedies Exceptionenforcement of creditors’ rights generally or by general equitable principles). (b) The issuance of the Acquirer Common Units into which the Series A Convertible Units to be issued as comprising the Equity Consideration may be converted has been duly authorized in accordance with the Organizational Documents of the Partnership. On the Closing Date, the issuance of the Series A Convertible Units comprising the Equity Consideration will have been duly authorized in accordance with the Organizational Documents of the PartnershipAcquirer. The Series A Convertible Acquirer Common Units comprising the Equity Consideration, when issued and delivered to Contributor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Organizational Documents of the Partnership) and non-assessable (except to the extent non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and free of any Liens Encumbrances or restrictions upon voting or transfer thereof pursuant to any Contract to which any of the Partnership Acquirer or any of its Affiliates is a party or by which any property or assets of any such Person is bound or affected, other than pursuant to the Acquirer Partnership Agreement and transfer restrictions under federal and state securities Lawlaws. Upon issuance and delivery of the Acquirer Common Units comprising the Equity Consideration, Contributor will be duly admitted to Acquirer as an additional limited partner. (c) The Exchange Notes Issuers have all requisite limited partnership or corporate, as applicable, power and authority to issue the Exchange Notes. When issued, the Exchange Notes will be duly and validly authorized by each of the Exchange Notes Issuers and when executed and authenticated by the Trustee in accordance with the terms of the Exchange Notes Indenture and delivered in accordance with the Exchange Offer, will constitute valid and binding obligations of the Exchange Notes Issuers entitled to the benefits of the Exchange Notes Indenture, enforceable against the Exchange Notes Issuers in accordance with their terms. (d) Each of the Exchange Notes Issuers has all requisite limited partnership or corporate, as applicable, power and authority to enter into the Exchange Notes Indenture. Upon its execution and delivery by the Exchange Notes Issuers, the Exchange Notes Indenture will be duly and validly authorized by the Exchange Notes Issuers and, assuming due authorization, execution and delivery by the Trustee, will constitute the valid and binding agreement of the Exchange Notes Issuers, enforceable against the Exchange Notes Issuers in accordance with its

Validity of Agreement; Authorization; Valid Issuance. (a) The Partnership Each of the Acquirer Parties has the requisite power and authority to enter into the Transaction Documents to which it is or will be a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents by each of the Partnership Entities and the performance of the each Acquirer Party’s obligations of each of the Partnership Entities thereunder have been duly authorized by the board Board of directors Directors or similar governing body of the general partner of the Partnership (the “Partnership Board”) such Acquirer Party and no other proceedings on the part of the Partnership or any of the Partnership Entities such Acquirer Party are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the Partnership an Acquirer Party is or will be a party has been (in the case of this Agreement and the other Transaction Documents executed on the date hereof), or will be at the Closing (in the case of any other Transaction Documents) duly executed and delivered by the Partnership such Acquirer Party and constitute, or will constitute at the Closing, as applicable, the Partnershipsuch Acquirer Party’s valid and binding obligation, enforceable against the Partnership such Acquirer Party in accordance with its terms (except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Law affecting the Remedies Exceptionenforcement of creditors’ rights generally or by general equitable principles). (b) The issuance of the Acquirer Common Units into which the Series A Convertible Units to be issued as comprising the Equity Consideration may be converted has been duly authorized in accordance with the Organizational Documents of the Partnership. On the Closing Date, the issuance of the Series A Convertible Units comprising the Equity Consideration will have been duly authorized in accordance with the Organizational Documents of the PartnershipAcquirer. The Series A Convertible Acquirer Common Units comprising the Equity Consideration, when issued and delivered to Contributor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Organizational Documents of the Partnership) and non-assessable (except to the extent non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and free of any Liens Encumbrances or restrictions upon voting or transfer thereof pursuant to any Contract to which any of the Partnership Acquirer or any of its Affiliates is a party or by which any property or assets of any such Person is bound or affected, other than pursuant to the Acquirer Partnership Agreement and transfer restrictions under federal and state securities Lawlaws. Upon issuance and delivery of the Acquirer Common Units comprising the Equity Consideration, Contributor will be duly admitted to Acquirer as an additional limited partner. (c) The Exchange Notes Issuers have all requisite limited partnership or corporate, as applicable, power and authority to issue the Exchange Notes. When issued, the Exchange Notes will be duly and validly authorized by each of the Exchange Notes Issuers and when executed and authenticated by the Trustee in accordance with the terms of the Exchange Notes Indenture and delivered in accordance with the Exchange Offer, will constitute valid and binding obligations of the Exchange Notes Issuers entitled to the benefits of the Exchange Notes Indenture, enforceable against the Exchange Notes Issuers in accordance with their terms. (d) Each of the Exchange Notes Issuers has all requisite limited partnership or corporate, as applicable, power and authority to enter into the Exchange Notes Indenture. Upon its execution and delivery by the Exchange Notes Issuers, the Exchange Notes Indenture will be duly and validly authorized by the Exchange Notes Issuers and, assuming due authorization, execution and delivery by the Trustee, will constitute the valid and binding agreement of the Exchange Notes Issuers, enforceable against the Exchange Notes Issuers in accordance with its terms. The Exchange Notes Indenture will conform in all material respects to the requirements of the Trust Indenture Act. (e) Each of the Exchange Notes Issuers has all requisite limited partnership or corporate, as applicable, power and authority to issue the Registered Exchange Notes. When issued, the Registered Exchange Notes will be duly and validly authorized and executed by the Exchange Notes Issuers and if and when duly authenticated by the Trustee in accordance with the terms of the Exchange Notes Indenture and delivered in accordance with the exchange offer provided for in the Exchange Offer Registration Rights Agreement, will constitute valid and binding obligations of the Exchange Notes Issuers entitled to the benefits of the Exchange Notes Indenture, enforceable against the Exchange Notes Issuers in accordance with their terms. (f) Each of the Exchange Notes Issuers has all requisite limited partnership or corporate, as applicable, power and authority to enter into the Exchange Offer Registration Rights Agreement. The Exchange Offer Registration Rights Agreement has been duly authorized by the Exchange Notes Issuers and, when executed and delivered by the Exchange Notes Issuers in accordance with the terms of the Exchange Offer, will be validly executed and delivered and (assuming the due authorization, execution and delivery thereof by Evercore Group L.L.C. and Citigroup Global Markets Inc. on behalf of holders of Exchange Notes) will be the valid and binding obligation of the Exchange Notes Issuers in accordance with the terms thereof, enforceable against the Exchange Notes Issuers in accordance with its terms. (g) On or prior to the execution of this Agreement by Acquirer, Acquirer has received an opinion from a nationally recognized investment banking firm to the effect that the Midstream Contribution is fair, from a financial point of view, to Acquirer and to the holders of Acquirer Common Units.

Validity of Agreement; Authorization; Valid Issuance. (a) The Partnership has the requisite power and authority to enter into the Transaction Documents to which it is or or, subject to obtaining the Unitholder Approval, will be a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents by each of the Partnership Entities and the performance of the obligations of each of the Partnership Entities thereunder have been duly authorized by the board of directors of the general partner of the Partnership (the “Partnership Board”) and and, other than obtaining the Unitholder Approval, no other proceedings on the part of the Partnership or any of the Partnership Entities are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the Partnership is or will be a party has been (in the case of this Agreement and the other Transaction Documents executed on the date hereof), or will be at the Closing (in the case of any other Transaction Documents) duly executed and delivered by the Partnership and constitute, or will constitute at the Closing, as applicable, the Partnership’s valid and binding obligation, enforceable against the Partnership in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception). (b) The issuance of the Common Units into which comprising the Series A Convertible Units to be issued as the Equity Contributor Consideration may be converted has been duly authorized in accordance with the Organizational Documents of the Partnership. On the Closing Date, the issuance of the Series A Convertible The Common Units comprising the Equity Consideration will have been duly authorized in accordance with the Organizational Documents of the Partnership. The Series A Convertible Units comprising the Equity Contributor Consideration, when issued and delivered to Contributor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Organizational Documents of the Partnership) and non-assessable (except to the extent non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and free of any Liens or restrictions upon voting or transfer thereof pursuant to any Contract to which the Partnership or any of its Affiliates is a party or by which any property or assets of any such Person is bound or affected, other than pursuant to the Partnership Agreement and transfer restrictions under federal and state securities Law. Upon issuance and delivery of the Common Units comprising the Contributor Consideration, Contributor will be duly admitted to the Partnership as an additional limited partner.