Common use of Conduct Pending the Closing Clause in Contracts

Conduct Pending the Closing. Prior to the Closing Date, Sellers shall cause TGE GP, and shall cause TGE GP to cause the other TGE Entities, to operate in the ordinary course of business consistent with past practices except as prohibited by applicable Law. Except (1) as provided in this Agreement or any of the other Transaction Documents, (2) as described on Schedule 6.3, (3) as required by applicable Law, or (4) as consented to in writing by Acquirors (such consent shall not be unreasonably withheld, delayed or conditioned), prior to the Closing Date, Sellers shall cause TGE GP not to, and shall cause TGE GP to cause the other TGE Entities not to, as applicable: (a) amend the Organizational Documents of (i) TGE GP, TGE or TE or (ii) any other TGE Entity if, in the case of this clause (ii), such amendment is adverse to the Acquirors or would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (b) declare or pay any distribution payable in cash, stock or property, other than (x) the declaration and payment of regular quarterly distributions to holders of Class A Shares in accordance with the Organizational Documents of TGE and as approved by the board of directors of TGE GP, in its capacity as the general partner of TGE, in amounts not in excess of those set forth on Schedule 6.3(b) and (y) cash distributions in respect of TE Units in accordance with the Organizational Documents of TE in amounts not in excess of those set forth on Schedule 6.3(b); (c) make or enter into any transaction or series of related transactions for the acquisition or disposition of assets or property or the expansion of, or other capital projects relating to, existing assets or properties that involves a total purchase price or cost exceeding $50,000,000 individually or in the aggregate; provided, however, that nothing in this Section 6.3(c) shall be deemed to constitute a restriction on any expansion projects, capital projects and other authorizations for expenditure, in each case, approved prior to the date hereof, and authorized expenditures relating thereto or contemplated thereby shall not count toward the dollar limitation referenced in this Section 6.3(c); (d) split, combine, divide, subdivide, reverse split, reclassify, recapitalize or effect any other similar transaction with respect to any TGE Entity’s capital stock or other equity interests; (e) enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other reorganization, in each case, to the extent such transaction would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (f) issue, deliver or sell any equity securities in any TGE Entity; provided, however, that this Section 6.3(f) shall not restrict or limit the ability of any TGE Entity to make equity grants pursuant to its or its Affiliates’ employee benefit plans as permitted pursuant to Section 6.3(g); provided, further, that nothing in this Section 6.3(f) shall be deemed to restrict the vesting or payment, or the acceleration of the vesting or payment, of any awards consisting of Class A Shares or other equity awards in accordance with the terms of any existing equity-based, bonus, incentive, performance or other compensation plan or arrangement or employee benefit plan (including in connection with any equity award holder’s termination of service); (g) repurchase, redeem or otherwise acquire any securities of any TGE Entity; (h) grant any awards consisting of Class A Shares or other equity securities in any TGE Entity under the TGE LTIP, the TGE GP LTIP or any other equity incentive plan other than (x) in the ordinary course of business consistent with past practice, (y) as retention incentives, or (z) the payment of bonuses in the form of equity-based awards; (i) waive, release, assign, settle or compromise any Proceedings to which a TGE Entity is party seeking damages or an injunction or other equitable relief, which waiver, release, settlement or compromise would reasonably be expected to result in a TGE Entities Material Adverse Effect; (j) create, assume, incur or modify, either directly or indirectly, any indebtedness (or increase the maximum amount that may be borrowed under any Existing Credit Facility) except for indebtedness that does not exceed $25,000,000 individually or in the aggregate and does not violate the terms of any other then-existing indebtedness of any TGE Entity; provided, however, that the borrowing of funds under the Existing Credit Facility to fund (A) the working capital needs of the TGE Entities set forth on Schedule 6.3(j), (B) any activity, transaction or project that is not otherwise prohibited by this Section 6.3 or (C) expenditures authorized in the annual budget made available to Acquirors shall not count toward the dollar limitation referenced in this Section 6.3(j); provided, further that TGE GP shall not create, assume, incur or modify, either directly or indirectly, any indebtedness; (k) with respect to TGE GP, (i) except solely in its capacity as the general partner of TGE and in the ordinary course of business consistent with past practice, enter into any agreement or incur any Liability or (ii) waive any rights or benefits attributable to TGE GP’s ownership of the TGE General Partner Interests that would be binding on TGE GP or its ownership of the TGE General Partner Interests after the Closing; (l) enter into any Contract with Sellers or any of their Affiliates; or (m) (i) agree, in writing or otherwise, to take any of the foregoing actions, or (ii) agree, in writing or otherwise, to take any action that would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents.

Conduct Pending the Closing. Prior (a) From the date of this Agreement through the Closing, except as (v) permitted or required by the other terms of this Agreement, (w) contemplated by the Transactions, (x) described in Schedule 6.2(a), (y) consented to the Closing Dateor approved in writing by ETE (which shall not be unreasonably withheld, Sellers conditioned or delayed), or (z) required by applicable Law or by any Governmental Authority, Seller shall cause TGE GP, the General Partner and shall cause TGE GP use commercially reasonable efforts to cause the other TGE Entities, to operate MLP to: (i) conduct its business in the ordinary course of business consistent with past practices practice in all material respects; and (ii) use commercially reasonable efforts to preserve intact their goodwill and relationships with customers, suppliers and others having business dealings with respect to its business. (b) From the date of this Agreement through the Closing, except as prohibited (v) permitted or required by applicable Law. Except (1) as provided in this Agreement or any of the other Transaction Documentsterms of this Agreement, (2w) as described on Schedule 6.3contemplated by the Transactions, (3x) as required by applicable Lawdescribed in Schedule 6.2(b), or (4y) as consented to or approved in writing by Acquirors ETE (such consent which shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), prior to the Closing Dateor (z) required by applicable Law or by any Governmental Authority, Sellers Seller shall cause TGE GP the General Partner not to, and shall cause TGE GP use commercially reasonable efforts to cause the other TGE Partnership Entities not to, as applicable: (ai) amend make any material change or amendment to the Organizational Documents of (i) TGE GP, TGE the General Partner or TE or any Partnership Entity; (ii) make any other TGE Entity ifcapital expenditure, except for (A) expenditures contemplated by the MLP Budget (up to the aggregate annual expenditures reflected in the case MLP Budget and regardless of this clause (iithe fiscal quarter any such capital expenditure is made), such amendment is adverse to or (B) as required on an emergency basis for the Acquirors safety and protection of individuals or would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction DocumentsEnvironment from imminent harm; (biii) create, incur, guarantee or assume any indebtedness for borrowed money other than borrowings as contemplated by the MLP Budget; (iv) split, combine or reclassify any equity securities or limited liability company or partnership interests of the General Partner or any Partnership Entity; (v) issue or authorize the issuance of any Interests in the General Partner or any Partnership Entity or any other securities in respect of, in lieu of or in substitution for, Interests of the General Partner or any Partnership Entity (other than (A) issuances pursuant to outstanding Phantom Units in existence on the date of this Agreement under the LTIP; (B) grants of Phantom Units pursuant to the LTIP to current employees as approved by the board of directors of the General Partner in the ordinary course of business consistent with past practice prior to the date of this Agreement; and (C) issuances pursuant to the MLP DRIP); (vi) issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any of its equity securities or limited liability company or partnership interests or securities convertible into its equity securities, limited liability company or partnership interests, or subscriptions, rights, warrants or options to acquire or other agreements or commitments of any character obligating it to issue any such securities (other than (A) issuances pursuant to outstanding Phantom Units in existence on the date of this Agreement under the LTIP; (B) grants of Phantom Units pursuant to the LTIP to current employees as approved by the board of directors of the General Partner in the ordinary course of business consistent with past practice prior to the date of this Agreement; and (C) issuances pursuant to the MLP DRIP); (vii) declare or pay any distribution payable distributions in cashrespect of any Interests of the General Partner or any Partnership Entity, stock or propertyexcept in the case of the MLP, other than (x) the declaration and payment of regular quarterly distributions to holders of Class A Shares in accordance with available cash from operating surplus plus any corresponding distribution on the Organizational Documents of TGE GP Interests and IDRs as approved by the board of directors of TGE GP, in its capacity as the general partner of TGE, in amounts not in excess of those set forth on Schedule 6.3(b6.2(b); (viii) and repurchase, redeem or otherwise acquire Interests in the General Partner or any Partnership Entity or any securities convertible into or exercisable for any such Interests (y) other than the settlement for cash distributions in respect of TE outstanding Phantom Units in accordance existence as of the date of this Agreement); (ix) merge with or into, or consolidate with, any other Person or acquire the Organizational Documents business or assets of TE any other Person, other than for acquisitions by the Partnership Entities in amounts the ordinary course of business and with an aggregate value not exceeding the amount of capital expenditures allotted to acquisitions by the Partnership Entities contemplated by the MLP Budget; (x) sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except for sales (A) pursuant to a binding agreement in excess effect as of those the date of this Agreement and set forth on Schedule 6.3(b6.2(b), (B) by the General Partner or Partnership Entities in the ordinary course of business or (C) of obsolete or immaterial assets; (cxi) make waive any rights or enter into any transaction benefits held by the General Partner attributable to the General Partner’s ownership of the GP Interests and the IDRs that would be binding on the General Partner or series its ownership of related transactions for the acquisition or disposition of assets or property GP Interests or the expansion ofIDRs after the Closing; (xii) change or modify any material accounting policies, except as required by GAAP, applicable regulatory authorities or independent accountants; (xiii) except in the ordinary course of business or as required by the terms of an existing Employee Plan, make any material modifications of the salaries, wages, bonuses or other compensation (including equity awards and other incentive compensation) payable to any Subject Employee, including vesting and payment terms related to the foregoing, or, with respect to the General Partner or any Partnership Entity, adopt any new material, or other capital projects relating tomake any material amendment to any existing, existing assets or properties that involves a total purchase price or cost exceeding $50,000,000 individually or in the aggregateEmployee Plan; provided, however, that nothing in this Section 6.3(c6.2(b)(xiii) shall be deemed to constitute a restriction on restrict (1) the payment of any expansion projects, capital projects and bonuses or other authorizations incentive payments accrued for expenditure, in each case, approved periods prior to the date hereof, and authorized expenditures relating thereto Closing Date or contemplated thereby shall not count toward (2) the dollar limitation referenced in this Section 6.3(c); (d) split, combine, divide, subdivide, reverse split, reclassify, recapitalize granting of equity or effect any other similar transaction with respect to any TGE Entity’s capital stock or other equity interests; (e) enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other reorganization, in each case, to the extent such transaction would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (f) issue, deliver or sell any equity securities in any TGE Entity; provided, however, that this Section 6.3(f) shall not restrict or limit the ability of any TGE Entity to make equity grants pursuant to its or its Affiliates’ employee benefit plans as permitted pursuant to Section 6.3(g); provided, further, that nothing in this Section 6.3(f) shall be deemed to restrict the vesting or payment, or the acceleration of the vesting or payment, of any awards consisting of Class A Shares or other equity awards in accordance with the terms of any existing equity-based, bonus, incentive, performance or other compensation plan or arrangement or employee benefit plan (including in connection with any equity award holder’s termination of service); (g) repurchase, redeem or otherwise acquire any securities of any TGE Entity; (h) grant any based awards consisting of Class A Shares or other equity securities in any TGE Entity under the TGE LTIP, the TGE GP LTIP or any other equity incentive plan other than (x) in the ordinary course of business consistent with past practice, (y) as retention incentives, or (z) the payment of bonuses in the form of equity-based awards;; or (ixiv) waive, release, assign, settle or compromise agree to do any Proceedings to which a TGE Entity is party seeking damages or an injunction or other equitable relief, which waiver, release, settlement or compromise would reasonably be expected to result in a TGE Entities Material Adverse Effect;of the foregoing. (jc) createNotwithstanding anything in this Agreement to the contrary, assume, incur or modify, either directly or indirectly, any indebtedness (or increase the maximum amount that may be borrowed under any Existing Credit Facility) except for indebtedness that does not exceed $25,000,000 individually or in the aggregate and does not violate the terms of any other then-existing indebtedness of any TGE Entity; provided, however, that the borrowing of funds under the Existing Credit Facility to fund (A) the working capital needs of the TGE Entities set forth on Schedule 6.3(j), (B) any activity, transaction or project that is not otherwise prohibited by this Section 6.3 or (C) expenditures authorized in the annual budget made available to Acquirors shall not count toward the dollar limitation referenced including in this Section 6.3(j); provided6.2, further that TGE GP shall not createneither the General Partner, assume, incur or modify, either directly or indirectly, any indebtedness; (k) with respect to TGE GP, (i) except solely acting in its capacity as the general partner of TGE and in the MLP, nor the MLP will be prohibited from operating outside the ordinary course of business consistent with past practice, enter into any agreement or incur any Liability or (ii) waive any rights or benefits attributable to TGE GP’s ownership of the TGE General Partner Interests that would be binding on TGE GP or its ownership of the TGE General Partner Interests after the Closing; (l) enter into any Contract with Sellers or any of their Affiliates; or (m) (i) agree, in writing or otherwise, to take any of the foregoing actions, or (ii) agree, in writing or otherwise, to take taking any action that is otherwise prohibited by Section 6.2(b), as the case may be, if, prior to so operating or taking such action, Seller determines, based on the advice of outside legal counsel, that the failure to operate outside the ordinary course of business, or the failure to take such action, would be reasonably be expected likely to materially impair the ability result in a breach of duties of the Parties to perform their respective obligations General Partner or to consummate the transactions under the Transaction Documents board of directors or materially impede their respective consummation or performance officers of the transactions or obligations under General Partner, in each case in its capacity as the Transaction Documentsgeneral partner of the MLP.

Conduct Pending the Closing. Prior to (a) Except as specifically identified on Section 5.2 of Contributor’s Disclosure Schedules or as otherwise expressly provided by this Agreement or with the prior written consent of Acquirer (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the Closing Dateor termination of this Agreement as provided in Article VIII, Sellers shall cause TGE GPContributor shall, and shall cause TGE GP to cause each Midstream Entity to: (i) operate the other TGE Entities, to operate Midstream Entities in all material respects in the ordinary course of business consistent with past practices except as prohibited by applicable Law. Except and use its commercially reasonable efforts to preserve its present business operations and organization (1including key employees) as provided in this Agreement or relating to the Midstream Entities; (ii) use its commercially reasonable efforts to preserve intact its current material relationships with third parties (including material customers and suppliers) having business dealings with any of the other Transaction DocumentsMidstream Entities; (iii) with respect to the Midstream Entities, maintain books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years; (2iv) with respect to the Midstream Entities, maintain all material permits, approvals and registrations from and with Governmental Authorities applicable to the Midstream Entities as described on Schedule 6.3of the date of this Agreement; (v) comply in all material respects with all applicable Laws and Orders to which the Midstream Entities are subject; provided, however, that no action by the Contributor or its Subsidiaries with respect to matters specifically limited by any provision of Sections 5.2(a)(vi)-(xv) shall be deemed a breach of Sections 5.2(a)(i)-(v); (3vi) not transfer, sell, pledge, encumber or dispose of the Subject Interests or any equity interests of or, outside the ordinary course of business, any material assets of the Midstream Entities; (vii) not enter into any collective bargaining agreement or similar contract with (A) any labor union or representative relating to any Midstream Business Employees; or (B) with respect to which any Midstream Entity could have any liability; (viii) except as required by applicable Law, an existing Contributor Employee Benefit Plan or (4) as consented specifically agreed to in writing between Acquirer and Contributor as part of the transactions contemplated hereby, (A) not enter into any new or amend any existing compensatory plan, agreement or arrangement for the benefit of any Midstream Business Employee or in which any Midstream Business Employee participates (including any Contributor Employee Benefit Plan) or with respect to which any Midstream Entity could have any material liability or (B) increase the salary, wages, bonuses or other compensation or benefits of any Midstream Business Employee by Acquirors more than 10% as compared to the level as of the date of this Agreement; (ix) not terminate the employment of any Midstream Business Employee other than for “cause”; (x) not, with respect to the Midstream Entities or the Midstream Business, make or change any election in respect of Taxes, amend any Tax Return, adopt or change any accounting method in respect of Taxes (other than changes required by Law), or settle or compromise any Tax Liability, in each case, other than those adoptions, changes, elections, settlements, or compromises which would reasonably be expected to not materially increase the Tax liability of the Midstream Entities or any direct or indirect owner of the Midstream Entities for any taxable period beginning after the Closing Date; (xi) not agree to take any affirmative action to, with respect to the Joint Venture Entities, cause such Joint Venture Entity to make or change any election in respect of Taxes, amend any Tax Return, adopt or change any accounting method in respect of Taxes (other than changes required by Law), or settle or compromise any Tax Liability, in each case, other than those adoptions, changes, elections, settlements, or compromises which would reasonably be expected to not materially increase the Tax liability of the Midstream Entities or any direct or indirect owner of the Midstream Entities for any taxable period beginning after the Closing Date; (xii) use its commercially reasonable efforts to maintain the insurance policies in respect of the Midstream Entities consistent with past practice; (xiii) except for any Contract entered into, terminated or amended in the ordinary course of business or that individually would not reasonably be expected to have an adverse impact on the Midstream Business in excess of $5,000,000, (A) not enter into any Contract that could constitute a Midstream Material Agreement, (B) not grant any waiver of any material term under, or give any material consent with respect to, any Midstream Material Agreement, or (C) not modify, amend or terminate any Midstream Material Agreement; (xiv) settle, release or compromise any pending or threatened adverse litigation for an amount that would reasonably be expected to be greater than $1,000,000, but in each case, only to the extent not covered by insurance or third-party indemnification; or (xv) not agree to take any action prohibited by this Section 5.2(a). Notwithstanding any provision of this Agreement, the Midstream Entities may distribute some or all of their cash or cash equivalents to their holders of equity interests and take such reasonable actions as may be required to effect the foregoing, and at or prior to the Closing, Contributor may continue to manage the Midstream Entities’ cash through intercompany accounts and cash management arrangements consistent with past practices. (b) Except as otherwise expressly provided by this Agreement, actions required to be taken in connection with the transactions contemplated in the Merger Agreement or with the prior written consent of Contributor (which consent shall not be unreasonably withheld, delayed conditioned or conditioned), prior to delayed) from the date hereof until the Closing Dateor termination of this Agreement as provided in Article VIII, Sellers shall cause TGE GP not toAcquirer shall, and shall cause TGE GP to cause the other TGE Entities not its Subsidiaries to, as applicable: (a) amend the Organizational Documents of (i) TGE GP, TGE or TE or (ii) any other TGE Entity if, operate in the case of this clause (ii), such amendment is adverse to the Acquirors or would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (b) declare or pay any distribution payable in cash, stock or property, other than (x) the declaration and payment of regular quarterly distributions to holders of Class A Shares in accordance with the Organizational Documents of TGE and as approved by the board of directors of TGE GP, in its capacity as the general partner of TGE, in amounts not in excess of those set forth on Schedule 6.3(b) and (y) cash distributions in respect of TE Units in accordance with the Organizational Documents of TE in amounts not in excess of those set forth on Schedule 6.3(b); (c) make or enter into any transaction or series of related transactions for the acquisition or disposition of assets or property or the expansion of, or other capital projects relating to, existing assets or properties that involves a total purchase price or cost exceeding $50,000,000 individually or in the aggregate; provided, however, that nothing in this Section 6.3(c) shall be deemed to constitute a restriction on any expansion projects, capital projects and other authorizations for expenditure, in each case, approved prior to the date hereof, and authorized expenditures relating thereto or contemplated thereby shall not count toward the dollar limitation referenced in this Section 6.3(c); (d) split, combine, divide, subdivide, reverse split, reclassify, recapitalize or effect any other similar transaction with respect to any TGE Entity’s capital stock or other equity interests; (e) enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other reorganization, in each case, to the extent such transaction would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (f) issue, deliver or sell any equity securities in any TGE Entity; provided, however, that this Section 6.3(f) shall not restrict or limit the ability of any TGE Entity to make equity grants pursuant to its or its Affiliates’ employee benefit plans as permitted pursuant to Section 6.3(g); provided, further, that nothing in this Section 6.3(f) shall be deemed to restrict the vesting or payment, or the acceleration of the vesting or payment, of any awards consisting of Class A Shares or other equity awards in accordance with the terms of any existing equity-based, bonus, incentive, performance or other compensation plan or arrangement or employee benefit plan (including in connection with any equity award holder’s termination of service); (g) repurchase, redeem or otherwise acquire any securities of any TGE Entity; (h) grant any awards consisting of Class A Shares or other equity securities in any TGE Entity under the TGE LTIP, the TGE GP LTIP or any other equity incentive plan other than (x) all material respects in the ordinary course of business consistent with past practice, practices and use its commercially reasonable efforts to preserve its present business operations and organization (y) as retention incentives, or (z) the payment of bonuses in the form of equity-based awardsincluding key employees); (iii) waive, release, assign, settle use its commercially reasonable efforts to preserve intact its current material relationships and all material contractual and other obligations with third parties (including material customers and suppliers) having business dealings with Acquirer or compromise any Proceedings to which a TGE Entity is party seeking damages or an injunction or other equitable relief, which waiver, release, settlement or compromise would reasonably be expected to result in a TGE Entities Material Adverse Effectof its Subsidiaries; (jiii) create, assume, incur comply in all material respects with all applicable Laws and Orders to which Acquirer or modify, either directly or indirectly, any indebtedness (or increase the maximum amount that may be borrowed under any Existing Credit Facility) except for indebtedness that does not exceed $25,000,000 individually or in the aggregate and does not violate the terms of any other then-existing indebtedness of any TGE Entity; provided, however, that the borrowing of funds under the Existing Credit Facility to fund (A) the working capital needs of the TGE Entities set forth on Schedule 6.3(j), (B) any activity, transaction or project that is not otherwise prohibited by this Section 6.3 or (C) expenditures authorized in the annual budget made available to Acquirors shall not count toward the dollar limitation referenced in this Section 6.3(j); provided, further that TGE GP shall not create, assume, incur or modify, either directly or indirectly, any indebtednessits Subsidiaries are subject; (kiv) with respect to TGE GPnot take any action which would adversely affect, (i) except solely in its capacity as or impede or impair, the general partner of TGE and in the ordinary course of business consistent with past practice, enter into any agreement or incur any Liability or (ii) waive any rights or benefits attributable to TGE GP’s ownership ability of the TGE General Partner Interests that would be binding on TGE GP Parties hereto, or its ownership any of the TGE General Partner Interests after actual or contemplated parties to any other Transaction Document, to consummate the Closingtransactions contemplated hereby or thereby; (lv) enter into any Contract with Sellers or any of their Affiliates; or (m) (i) agreeexcept as required by Law, in writing or otherwise, to take any of the foregoing actions, or (ii) agree, in writing or otherwise, to not take any action that would reasonably be expected to materially impair the ability result in any of the Parties conditions to perform their respective obligations or the Closing set forth in Article VI not being satisfied; or (vi) not agree to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documentstake any action prohibited by this Section 5.2(b).

Conduct Pending the Closing. Prior to the Closing Date, Sellers Seller shall cause TGE SRLP GP, and shall cause TGE SRLP GP to cause the other TGE SRLP Entities, to operate in the ordinary course of business consistent with past practices except as prohibited by applicable Law. Except (1) as provided in this Agreement or any of the other Transaction Documents, (2) as described on Schedule 6.3, (3) as required by applicable Law, or (4) as consented to in writing by Acquirors Acquiror (such consent shall not be unreasonably withheld, delayed or conditioned), prior to the Closing Date, Sellers Seller shall cause TGE SRLP GP not to, and shall cause TGE SRLP GP to cause the other TGE SRLP Entities not to, as applicable: (a) amend the Organizational Documents of (i) TGE GP, TGE SRLP GP or TE SRLP or (ii) any other TGE SRLP Entity if, in the case of this clause (ii), such amendment is adverse to the Acquirors Acquiror or would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (b) declare or pay any distribution payable in cash, stock or property, other than (x) the declaration and payment of regular quarterly distributions to holders of Class A Shares Common Units and Incentive Distribution Rights in accordance with the Organizational Documents of TGE SRLP and as approved by the board of directors of TGE SRLP GP, in its capacity as the general partner of TGESRLP, in amounts an amount not in excess of those set forth on Schedule 6.3(b) and (y) cash distributions in respect of TE Units in accordance with the Organizational Documents of TE in amounts not in excess of those set forth on Schedule 6.3(b)$0.6675 per Common Unit; (c) make or enter into any transaction or series of related transactions for the acquisition or disposition of assets or property or the expansion of, or other capital projects relating to, existing assets or properties that involves a total purchase price or cost exceeding $50,000,000 15,000,000 individually or in the aggregate; provided, however, that nothing in this Section 6.3(c) shall be deemed to constitute a restriction on any expansion projects, capital projects and other authorizations for expenditure, in each case, approved prior to the date hereof, and authorized expenditures relating thereto or contemplated thereby shall not count toward the dollar limitation referenced in this Section 6.3(c); (d) split, combine, divide, subdivide, reverse split, reclassify, recapitalize or effect any other similar transaction with respect to any TGE SRLP Entity’s capital stock or other equity interests; (e) enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other reorganization, in each case, to the extent such transaction would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (f) issue, deliver or sell any equity securities in any TGE SRLP Entity; provided, however, that this Section 6.3(f) shall not restrict or limit the ability of any TGE SRLP Entity to make equity grants pursuant to its or its Affiliates’ employee benefit plans as permitted pursuant to Section 6.3(g6.3(h); provided, further, that nothing in this Section 6.3(f) shall be deemed to restrict the vesting or payment, or the acceleration of the vesting or payment, of any awards consisting of Class A Shares Common Units or other equity awards in accordance with the terms of any existing equity-based, bonus, incentive, performance or other compensation plan or arrangement or employee benefit plan (including in connection with any equity award holder’s termination of service); (g) repurchase, redeem or otherwise acquire any securities of any TGE SRLP Entity; (h) grant any awards consisting of Class A Shares Common Units or other equity securities in any TGE SRLP Entity under the TGE LTIP, the TGE GP SRLP LTIP or any other equity incentive plan except for any award that is set forth on Schedule 6.3(h); (i) enter into any collective bargaining agreements, collective agreements, or other than Contracts with any labor unions or other representatives of employees of any SRLP Entity; (xj) (A) grant any increases in the compensation (including incentive, severance, redundancy, bonus, change-in-control or retention compensation) or benefits paid, payable, provided or to become payable or provided to, or grant any cash- or equity-based awards to, any current or former directors, officers, employees or other individual service providers of any SRLP Entity, except (1) as required by an SRLP Benefit Plan in accordance with its terms as in effect as of the date of this Agreement, and (2) for increases in compensation to employees who are not officers of an SRLP Entity in connection with promotions in the ordinary course of business consistent with past practice; (B) grant or provide any tax gross-up, (y) as retention incentiveschange-in-control, severance, redundancy, or retention payments or benefits to any current or former directors, officers, employees or other individual service providers of any SRLP Entity, except as required by an SRLP Benefit Plan in accordance with its terms as in effect as of the date of this Agreement; (zC) establish, adopt, enter into, amend or terminate any SRLP Benefit Plan or any other plan, policy, program, agreement or arrangement that would be a SRLP Benefit Plan if in effect on the date hereof except for any action that is set forth on Schedule 6.3(j); or (D) take any action to accelerate the vesting or payment of bonuses in the form of equity-based awardscompensation or benefits under any SRLP Benefit Plan; (ik) waive, release, assign, settle or compromise any Proceedings to which a TGE an SRLP Entity is party seeking damages or an injunction or other equitable relief, which waiver, release, settlement or compromise would reasonably be expected to result in a TGE an SRLP Entities Material Adverse Effect; (jl) create, assume, incur or modify, either directly or indirectly, any indebtedness (or increase the maximum amount that may be borrowed under any Existing the Sxxxxxx Credit FacilityAgreement) except for indebtedness that does not exceed $25,000,000 5,000,000 individually or in the aggregate and does not violate the terms of any other then-existing indebtedness of any TGE SRLP Entity; provided, however, that the borrowing of funds under the Existing Sxxxxxx Credit Facility Agreement to fund (A) the working capital needs of the TGE Entities set forth on Schedule 6.3(j), (B) any activity, transaction or project that is not otherwise prohibited by this Section 6.3 or (CB) expenditures authorized in the annual budget made available to Acquirors Acquiror shall not count toward the dollar limitation referenced in this Section 6.3(j6.3(l); provided, further that TGE SRLP GP shall not create, assume, incur or modify, either directly or indirectly, any indebtedness; (km) with respect to TGE SRLP GP, (i) except solely in its capacity as the general partner of TGE SRLP and in the ordinary course of business consistent with past practice, enter into any agreement or incur any Liability or (ii) waive any rights or benefits attributable to TGE SRLP GP’s ownership of the TGE SRLP General Partner Interests Interest that would be binding on TGE SRLP GP or its ownership of the TGE SRLP General Partner Interests Interest after the Closing; (ln) (i) make or change any material method of Tax accounting or any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any Tax Returns or file any claims for Tax refunds, enter into any closing agreement, settle any Tax claim, audit or assessment, or surrender any right to claim a Tax refund or (ii) engage in any activity or conduct its business in a manner that would cause less than 90% of the gross income of SRLP for any calendar quarter prior to the Closing Date to be treated as “qualifying income” within the meaning of Section 7704(d) of the Code or otherwise result in SRLP being classified as a corporation for U.S. federal income tax purposes; (o) enter into any Contract with Sellers Seller or any of their its Affiliates; (p) appoint any new director to the board of directors of SRLP GP; or (mq) (i) agree, in writing or otherwise, to take any of the foregoing actions, or (ii) agree, in writing or otherwise, to take any action that would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; provided; that this Section 6.3 shall not prohibit the SRLP Entities from taking commercially reasonable actions outside the ordinary course of business in response to changes or developments resulting from COVID-19 or any COVID-19 Measures; provided, further, however, that prior to taking any such action outside of the ordinary course of business, Seller shall consult with Acquiror and consider in good faith the views of Acquiror regarding any such proposed action.

Conduct Pending the Closing. Prior to the Closing Date, Sellers Seller shall cause TGE SRLP GP, and shall cause TGE SRLP GP to cause the other TGE SRLP Entities, to operate in the ordinary course of business consistent with past practices except as prohibited by applicable Law. Except (1) as provided in this Agreement or any of the other Transaction Documents, (2) as described on Schedule 6.3, (3) as required by applicable Law, or (4) as consented to in writing by Acquirors Acquiror (such consent shall not be unreasonably withheld, delayed or conditioned), prior to the Closing Date, Sellers Seller shall cause TGE SRLP GP not to, and shall cause TGE SRLP GP to cause the other TGE SRLP Entities not to, as applicable: (a) amend the Organizational Documents of (i) TGE GP, TGE SRLP GP or TE SRLP or (ii) any other TGE SRLP Entity if, in the case of this clause (ii), such amendment is adverse to the Acquirors Acquiror or would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (b) declare or pay any distribution payable in cash, stock or property, other than (x) the declaration and payment of regular quarterly distributions to holders of Class A Shares Common Units and Incentive Distribution Rights in accordance with the Organizational Documents of TGE SRLP and as approved by the board of directors of TGE SRLP GP, in its capacity as the general partner of TGESRLP, in amounts an amount not in excess of those set forth on Schedule 6.3(b) and (y) cash distributions in respect of TE Units in accordance with the Organizational Documents of TE in amounts not in excess of those set forth on Schedule 6.3(b)$0.6675 per Common Unit; (c) make or enter into any transaction or series of related transactions for the acquisition or disposition of assets or property or the expansion of, or other capital projects relating to, existing assets or properties that involves a total purchase price or cost exceeding $50,000,000 15,000,000 individually or in the aggregate; provided, however, that nothing in this Section 6.3(c) shall be deemed to constitute a restriction on any expansion projects, capital projects and other authorizations for expenditure, in each case, approved prior to the date hereof, and authorized expenditures relating thereto or contemplated thereby shall not count toward the dollar limitation referenced in this Section 6.3(c); (d) split, combine, divide, subdivide, reverse split, reclassify, recapitalize or effect any other similar transaction with respect to any TGE SRLP Entity’s capital stock or other equity interests; (e) enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other reorganization, in each case, to the extent such transaction would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (f) issue, deliver or sell any equity securities in any TGE SRLP Entity; provided, however, that this Section 6.3(f) shall not restrict or limit the ability of any TGE SRLP Entity to make equity grants pursuant to its or its Affiliates’ employee benefit plans as permitted pursuant to Section 6.3(g6.3(h); provided, further, that nothing in this Section 6.3(f) shall be deemed to restrict the vesting or payment, or the acceleration of the vesting or payment, of any awards consisting of Class A Shares Common Units or other equity awards in accordance with the terms of any existing equity-based, bonus, incentive, performance or other compensation plan or arrangement or employee benefit plan (including in connection with any equity award holder’s termination of service); (g) repurchase, redeem or otherwise acquire any securities of any TGE SRLP Entity; (h) grant any awards consisting of Class A Shares Common Units or other equity securities in any TGE SRLP Entity under the TGE LTIP, the TGE GP SRLP LTIP or any other equity incentive plan except for any award that is set forth on Schedule 6.3(h); (i) enter into any collective bargaining agreements, collective agreements, or other than Contracts with any labor unions or other representatives of employees of any SRLP Entity; (xj) (A) grant any increases in the compensation (including incentive, severance, redundancy, bonus, change-in-control or retention compensation) or benefits paid, payable, provided or to become payable or provided to, or grant any cash- or equity-based awards to, any current or former directors, officers, employees or other individual service providers of any SRLP Entity, except (1) as required by an SRLP Benefit Plan in accordance with its terms as in effect as of the date of this Agreement, and (2) for increases in compensation to employees who are not officers of an SRLP Entity in connection with promotions in the ordinary course of business consistent with past practice; (B) grant or provide any tax gross-up, (y) as retention incentiveschange-in-control, severance, redundancy, or retention payments or benefits to any current or former directors, officers, employees or other individual service providers of any SRLP Entity, except as required by an SRLP Benefit Plan in accordance with its terms as in effect as of the date of this Agreement; (zC) establish, adopt, enter into, amend or terminate any SRLP Benefit Plan or any other plan, policy, program, agreement or arrangement that would be a SRLP Benefit Plan if in effect on the date hereof except for any action that is set forth on Schedule 6.3(j); or (D) take any action to accelerate the vesting or payment of bonuses in the form of equity-based awardscompensation or benefits under any SRLP Benefit Plan; (ik) waive, release, assign, settle or compromise any Proceedings to which a TGE an SRLP Entity is party seeking damages or an injunction or other equitable relief, which waiver, release, settlement or compromise would reasonably be expected to result in a TGE an SRLP Entities Material Adverse Effect; (jl) create, assume, incur or modify, either directly or indirectly, any indebtedness (or increase the maximum amount that may be borrowed under any Existing the Xxxxxxx Credit FacilityAgreement) except for indebtedness that does not exceed $25,000,000 5,000,000 individually or in the aggregate and does not violate the terms of any other then-existing indebtedness of any TGE SRLP Entity; provided, however, that the borrowing of funds under the Existing Xxxxxxx Credit Facility Agreement to fund (A) the working capital needs of the TGE Entities set forth on Schedule 6.3(j), (B) any activity, transaction or project that is not otherwise prohibited by this Section 6.3 or (CB) expenditures authorized in the annual budget made available to Acquirors Acquiror shall not count toward the dollar limitation referenced in this Section 6.3(j6.3(l); provided, further that TGE SRLP GP shall not create, assume, incur or modify, either directly or indirectly, any indebtedness; (km) with respect to TGE SRLP GP, (i) except solely in its capacity as the general partner of TGE SRLP and in the ordinary course of business consistent with past practice, enter into any agreement or incur any Liability or (ii) waive any rights or benefits attributable to TGE SRLP GP’s ownership of the TGE SRLP General Partner Interests Interest that would be binding on TGE SRLP GP or its ownership of the TGE SRLP General Partner Interests Interest after the Closing; (ln) (i) make or change any material method of Tax accounting or any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any Tax Returns or file any claims for Tax refunds, enter into any closing agreement, settle any Tax claim, audit or assessment, or surrender any right to claim a Tax refund or (ii) engage in any activity or conduct its business in a manner that would cause less than 90% of the gross income of SRLP for any calendar quarter prior to the Closing Date to be treated as “qualifying income” within the meaning of Section 7704(d) of the Code or otherwise result in SRLP being classified as a corporation for U.S. federal income tax purposes; (o) enter into any Contract with Sellers Seller or any of their its Affiliates; (p) appoint any new director to the board of directors of SRLP GP; or (mq) (i) agree, in writing or otherwise, to take any of the foregoing actions, or (ii) agree, in writing or otherwise, to take any action that would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; provided; that this Section 6.3 shall not prohibit the SRLP Entities from taking commercially reasonable actions outside the ordinary course of business in response to changes or developments resulting from COVID-19 or any COVID-19 Measures; provided, further, however, that prior to taking any such action outside of the ordinary course of business, Seller shall consult with Acquiror and consider in good faith the views of Acquiror regarding any such proposed action.

Conduct Pending the Closing. (a) Prior to the Closing Date, Sellers DGS shall cause TGE GPthe Manager, and shall cause TGE GP the Manager to cause the other TGE Subject Entities, to (i) operate in the ordinary course of business consistent with past practices except practices, (ii) use commercially reasonable efforts to preserve relationships with the material customers and material suppliers of the Subject Entities, and (iii) use commercially reasonable efforts to maintain all insurance policies and material Permits; provided, however, that none of the Subject Entities will be prohibited from (i) taking any action contemplated by this Agreement or any of the other Transaction Documents or as prohibited described on Schedule 7.3(a) or as permitted by any express exceptions to, or consents granted with respect to, the restrictions contained in Section 7.3(b) or (ii) taking any action required under applicable Law. Except , pursuant to applicable requirements of a national securities exchange or by any Governmental Authority, in each case prior to the Closing Date. (1b) In addition to the restrictions set forth in Section 7.3(a), prior to the Closing Date (except, as provided contemplated in this Agreement or any of the other Transaction Documents, (2) ; as described on in Schedule 6.3, (3) 7.3(b); as required under applicable Law or by applicable Lawany Governmental Authority; or with the prior written consent of Acquirors, or (4) as consented to in writing by Acquirors (such which consent shall not be unreasonably withheld, delayed or conditioned), prior to the Closing DateDGS shall not, Sellers and shall cause TGE GP the Manager not to, and shall cause TGE GP the Manager to cause the other TGE Subject Entities not to, as applicablein each case: (ai) amend (A) make any change or amendment to the Organizational Documents of (i) TGE GPany of the Manager, TGE ENLC, the General Partner or TE the MLP or (iiB) make any other TGE Entity if, in the case of this clause (ii), such change or amendment is adverse to the Acquirors or would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (b) declare or pay any distribution payable in cash, stock or property, other than (x) the declaration and payment of regular quarterly distributions to holders of Class A Shares in accordance with the Organizational Documents of TGE any Subject Entity not described in clause (A) that (I) is material, (II) would be adverse to Acquirors or (III) adversely impacts the consummation or effectiveness of the sale and as approved purchase of the Subject Interests pursuant to this Agreement; (ii) make any capital expenditure, except for (A) expenditures that are contemplated by the board 2018 Budgets or represent a deviation equal to or less than 10% from expenditures contemplated by the 2018 Budgets (whether or not any such capital expenditure is made during the 2018 fiscal year) or (B) expenditures made to respond to an emergency or for the safety of directors individuals or protection of TGE GP, in its capacity as the general partner environment; provided that Sellers shall provide prompt notice to Acquirors upon the occurrence of TGE, in amounts not in excess such emergency and upon the taking of those set forth on Schedule 6.3(b) and (y) cash distributions in respect of TE Units in accordance with the Organizational Documents of TE in amounts not in excess of those set forth on Schedule 6.3(bsuch action(s); (ciii) (X) create, incur, guarantee or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person, (Y) make any loans, advances or enter into any transaction or series of related transactions for the acquisition or disposition of assets or property or the expansion ofcapital contributions to, or investments in, any other Person, except for expenditures that are contemplated by the 2018 Budgets or represent a deviation equal to or less than 10% from expenditures contemplated by the 2018 Budgets (whether or not any such capital projects relating toexpenditure is made during the 2018 fiscal year), existing assets or properties that involves a total purchase price (Z) pledge or cost exceeding $50,000,000 individually otherwise encumber the Subject Interests or in the aggregate; provided, however, that nothing in this Section 6.3(c) shall be deemed create or suffer to constitute a restriction on exist any expansion projects, capital projects and Encumbrance thereupon (other authorizations for expenditurethan Permitted Encumbrances), in each case, approved prior to the date hereof, and authorized expenditures relating thereto or contemplated thereby shall not count toward the dollar limitation referenced in this Section 6.3(c); (d) split, combine, divide, subdivide, reverse split, reclassify, recapitalize or effect any other similar transaction with respect to any TGE Entity’s capital stock or other equity interests; (e) enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other reorganization, in each case, to the extent such transaction would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents; (f) issue, deliver or sell any equity securities in any TGE Entity; provided, however, that this Section 6.3(f) shall not restrict or limit the ability of any TGE Entity to make equity grants pursuant to its or its Affiliates’ employee benefit plans as permitted pursuant to Section 6.3(g); provided, further, that nothing in this Section 6.3(f) shall be deemed to restrict the vesting or payment, or the acceleration of the vesting or payment, of any awards consisting of Class A Shares or other equity awards in accordance with the terms of any existing equity-based, bonus, incentive, performance or other compensation plan or arrangement or employee benefit plan (including in connection with any equity award holder’s termination of service); (g) repurchase, redeem or otherwise acquire any securities of any TGE Entity; (h) grant any awards consisting of Class A Shares or other equity securities in any TGE Entity under the TGE LTIP, the TGE GP LTIP or any other equity incentive plan other than (xA) in the ordinary course of business consistent with past practice, (yB) pursuant to the MLP Credit Agreement or the ENLC Credit Agreement, (C) as retention incentives, required by indentures filed in SEC Reports to which any of the Subject Entities is already a party or (zD) the payment of bonuses in the form of equity-based awardsfor refinancing indebtedness; (iiv) waive, release, assign, settle declare or compromise pay any Proceedings to which a TGE Entity is party seeking damages or an injunction or other equitable relief, which waiver, release, settlement or compromise would reasonably be expected to result distributions in a TGE Entities Material Adverse Effect; (j) create, assume, incur or modify, either directly or indirectly, any indebtedness (or increase the maximum amount that may be borrowed under any Existing Credit Facility) except for indebtedness that does not exceed $25,000,000 individually or in the aggregate and does not violate the terms respect of any other then-existing indebtedness equity securities or partnership interests of any TGE Entity; providedthe MLP or ENLC, however, that the borrowing of funds under the Existing Credit Facility to fund except (A) the working capital needs declaration and payment of regular quarterly distributions to holders of common units of the TGE Entities set forth MLP and ENLC and any corresponding distribution on Schedule 6.3(j)the GP Interests or IDRs, in each case in amounts consistent with past practice or published guidance and (B) any activitythe declaration and payment of distributions in cash or in kind to the holders of the Series B Preferred Units or the Series C Preferred Units, transaction or project that is not otherwise prohibited by this Section 6.3 or (C) expenditures authorized in the annual budget made available to Acquirors shall not count toward the dollar limitation referenced in this Section 6.3(j); provided, further that TGE GP shall not create, assume, incur or modify, either directly or indirectly, any indebtedness; (k) with respect to TGE GPeach case, (ix) except solely in accordance with the Organizational Documents of the MLP or ENLC, as applicable, and (y) as approved by the board of directors of the General Partner, in its capacity as the general partner of TGE the MLP, or the board of directors of the Manager, in its capacity as the managing member of ENLC, as applicable; (v) merge with or into, or consolidate with, any other Person or acquire the business or assets of any other Person, except for (A) transactions contemplated by the 2018 Budgets (whether or not such transaction is consummated during the 2018 fiscal year) or (B) transactions by the Subject Entities with a value in the aggregate not exceeding $25,000,000; (vi) sell, be the lessor with respect to, transfer or dispose of any assets, except for sales (A) pursuant to a binding agreement that has been provided to Acquirors and in effect as of the date of this Agreement, (B) by the Subject Entities of obsolete, immaterial or non-operative assets in the ordinary course of business, (C) that do not exceed $25,000,000 in the aggregate, or (D) contemplated in the 2018 Budgets; (vii) waive any rights or benefits held by the General Partner attributable to the General Partner’s ownership of the GP Interests and the IDRs that would be binding on the General Partner or its ownership of the GP Interests or the IDRs after the Closing, except for any waivers made under Section 5.5 of the MLP Partnership Agreement; (viii) waive any rights or benefits held by the Manager attributable to the Manager’s ownership interest in ENLC that would be binding on the Manager or its ownership interest in ENLC after the Closing, except for any waivers made under Section 5.5 of the ENLC Operating Agreement; (ix) change or modify any material accounting policies, except as required by GAAP or any applicable regulatory authorities or independent accountants; (x) approve or execute any new employment or severance agreements or make material amendments to any existing employment or severance agreements or any employee compensation, benefit or incentive plans or arrangements other than (A) customary increases in accordance with the compensation philosophy developed and employed during the past two years, (B) in connection with reorganization efforts to increase efficiency or that result in cost-savings or (C) entering into severance arrangements with an aggregate potential payout amount that does not exceed $3,000,000; (xi) adopt a plan of complete or partial liquidation or resolutions provided for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or other reorganization of Sellers; (xii) repurchase, redeem or otherwise acquire any securities of the MLP or ENLC; (xiii) fail to maintain any material right-of-way and other material real property other than in the ordinary course of business consistent with past practice, enter into any agreement or incur any Liability or (ii) waive any rights or benefits attributable to TGE GP’s ownership of the TGE General Partner Interests that would be binding on TGE GP or its ownership of the TGE General Partner Interests after the Closing; (lxiv) cause the Subject Entities to purchase any securities or ownership interests of, or make any investment in any Person (except as permitted by Section 7.3(b)(v)); (xv) amend, modify or waive any material right or material obligation or transfer any material rights under any Material Contract, other than in the ordinary course of business consistent with past practices; (xvi) enter into any Contract with Sellers Devon or any of their its Affiliates, or modify, amend or waive any material rights or obligations under any such Contract, in each case other than with respect to (A) Contracts not involving amounts in excess of $120,000, (B) Contracts for the purchase and sale of natural gas liquids, natural gas or crude oil entered into in the ordinary course of business consistent with past practices or (C) Contracts made pursuant to, or consistent with, Contracts previously disclosed in the SEC Reports; (xvii) issue or sell any equity securities in ENLC or the MLP; (xviii) hire, promote, terminate or otherwise change the employment status or title of any employee, officer or director, other than in the ordinary course of business consistent with past practice or in connection with reorganization efforts to increase efficiency or that result in cost-savings; (xix) make or change any material election in respect of Taxes, enter into any material Tax sharing or similar agreement or closing agreement or enter into any intercompany transactions giving rise to material deferred gain or loss of any kind; or (mxx) (i) agree, in writing or otherwise, agree to take do any of the foregoing actions, or (ii) agree, in writing or otherwise, to take any action that would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documentsforegoing.