Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No Restricted Person shall, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $50,000,000 with any Affiliate of a Restricted Person, on terms that are materially less favorable, taken as a whole, to the Restricted Persons, taken as a whole, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to: (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the Restricted Persons; (d) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (e) compensation arrangements for officers and other employees of any Restricted Person entered into in the ordinary course of business; (f) the transactions that are the subject of an MLP Limited Partnership Agreement; (g) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standing.

Transactions with Shareholders and Affiliates. No Restricted Person Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $50,000,000 with any shareholder owning more than 5% of the common stock of the Borrower, Affiliate of a Restricted Person, the Borrower or such Subsidiaries on terms that are materially less favorable, taken as a whole, favorable to the Restricted PersonsBorrower or that Subsidiary, taken as a wholethe case may be, than those that might be obtained at the time from a Person who is not such a holder shareholder or Affiliate; provided, that the foregoing restriction shall not apply to: to (a) transactions that are otherwise permitted under this Agreementany transaction between the Borrower and any Guarantor or between Guarantors; (b) the Transactions (including the payment of all Transaction Costs); any transaction between Subsidiaries that are not Guarantors, (c) any transaction among the General Partner and the Restricted Persons; permitted by Section 6.8(a), (d) reasonable or customary indemnification and customary fees paid to compensation arrangements for members of the board of directors (or similar governing body) ), officers and other employees of the Borrower and its Restricted Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) compensation arrangements management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for officers prior periods, and other employees of any Restricted Person entered into (f) transactions in the ordinary course of business; (f) the transactions that are the subject of an MLP Limited Partnership Agreement; (g) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or business consistent with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingpast practices with Xxxxxxxxxx.xxx.

Transactions with Shareholders and Affiliates. No Borrower shall, nor shall it permit any of its Restricted Person shallSubsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $50,000,000 with any Affiliate of a any Credit Party; provided, however, that the Borrowers and the Restricted Person, on Subsidiaries may enter into or permit to exist any such transaction if the terms that of such transaction are materially less favorablenot, taken as a whole, less favorable in any material respect to such Borrower or that Restricted Subsidiary, as the Restricted Persons, taken as a wholecase may be, than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not such a holder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to: to (a) (i) any transaction between Credit Parties and (ii) transactions between or among (x) Restricted Subsidiaries that are otherwise not Credit Parties and (y) Credit Parties and Restricted Subsidiaries that are not Credit Parties to the extent permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs)transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) any transaction among the General Partner and the Restricted Persons; (d) reasonable and customary fees paid to compensation arrangements for members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (e) compensation arrangements for ), officers and other employees of any each Credit Party and its Restricted Person Subsidiaries entered into in the ordinary course of business; (d) Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) the transactions that are the subject of an MLP Limited Partnership AgreementPermitted Stock Issuances; (g) transactions between the existence of, and the performance by any Credit Party of its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a Restricted Person party on the one hand Closing Date and an MLP and the general partner of such MLP and their respective Subsidiaries set forth on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other handSchedule 6.12; (h) payments under the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by TCP Director Agreement; and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement guarantees permitted by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingSection 6.01.

Transactions with Shareholders and Affiliates. No Restricted Person shallBorrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess with any holder of $50,000,000 5% or more of any class of equity Securities of Borrower or with any Affiliate of a Restricted PersonBorrower or of any such holder, on terms that are materially less favorablefavorable to Borrower or that Subsidiary, taken as a whole, to the Restricted Persons, taken as a wholecase may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to: to (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (ci) any transaction among the General Partner between Borrower and the Restricted Personsany Subsidiary Guarantor or between Subsidiary Guarantors; (dii) reasonable and customary fees paid to members of the Boards of Directors of Borrower and its Subsidiaries in an aggregate amount not to exceed $100,000 during any period of twelve consecutive months; (iii) payment to Trivest of a transaction fee not to exceed $1,400,000 in connection with the consummation of the Acquisition; (iv) payments made to Trivest in accordance with the provisions of the Trivest Management Agreement; provided that amounts payable under the Trivest Management Agreement shall not be (a) increased from amounts payable under the Trivest Management Agreement as in effect on the Closing Date (other than annual adjustments not to exceed $750,000 to reflect (1) any increase in the Consumer Price Index for all urban consumers, or (2) acquisitions consummated after the Closing Date in compliance with the provisions of subsection 7.7), or (b) payable upon the occurrence and during the continuation of a Potential Event of Default or an Event of Default; (v) payments to Trivest to enable the payment of out-of-pocket expenses of members of the board of directors of Trivest who are not otherwise employees or consultants to Trivest or any of its Subsidiaries or any of their respective Affiliates, provided that the aggregate amount of such fees shall not exceed $250,000 during any period of twelve consecutive months; (vi) Restricted Junior Payments expressly permitted pursuant to clause (i) or similar governing bodyclause (iii) of the subsection 7.5; and (vii) any transaction between Borrower and any of its Restricted Subsidiaries; Subsidiaries (eother than a Subsidiary Guarantor) compensation arrangements for officers and other employees of or between any Restricted Person entered into such Subsidiaries that is in the ordinary course of business; (f) the transactions that are the subject of an MLP Limited Partnership Agreement; (g) transactions between a Restricted Person on the one hand and an MLP and the general partner business of such MLP Person and their respective consistent with its past business practices. Notwithstanding any provision of this Agreement to the contrary, Borrower or any of its Subsidiaries on may reimburse Trivest for the other hand similar to those typically addressed in omnibus agreements between allocable charges (including the sponsors reimbursement of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (hreasonable out-of-pocket expenses) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time Trivest Legal Department for services rendered to time; (i) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regencyits Subsidiaries, as amended provided that such charges are incurred in the ordinary course of business and at rates no less favorable to Borrower and its Subsidiaries than rates that would be charged for similar services rendered by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee Persons who are not Affiliates of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingits Subsidiaries.

Transactions with Shareholders and Affiliates. No Restricted Person shall, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $50,000,000 with any Affiliate of a Restricted Person, on terms that are materially less favorable, taken as a whole, to the Restricted Persons, taken as a whole, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to: (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the Restricted Persons; (d) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (e) compensation arrangements for officers and other employees of any Restricted Person entered into in the ordinary course of business; (f) the transactions that are the subject of an MLP Limited Partnership Agreement; (g) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and 2010, that certain Second Amendment dated April 30, 2013 and that certain Third Amendment dated as of February 19, 2014 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) the ETP Merger; (k) the SUG Holdco Merger; (l) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (km) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standing.

Transactions with Shareholders and Affiliates. No Restricted Person shall, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess with any holder of $50,000,000 5% or more of any class of Capital Stock of a Restricted Person or with any Affiliate of a Restricted Person, on terms that are materially less favorable, taken as a whole, favorable to the such Restricted Persons, taken as a whole, Person than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to: to (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the between Restricted Persons; (db) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (ec) compensation arrangements for officers and other employees of any Restricted Person entered into in the ordinary course of business; (fd) the transactions that are the subject of an MLP the ETP Limited Partnership Agreement; (ge) transactions between a Restricted Person on the one hand and an MLP the General Partner and the general partner of such MLP ETP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership partnership, on the one hand hand, and the publicly traded partnership on the other hand; (hf) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; time and (ig) transactions entered into in the transactions ordinary course of business of such Restricted Person on terms which are no less favorable to such Restricted Person than those which would have been obtainable at the time in an arm’s length transaction with Persons that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingnot Affiliates.

Transactions with Shareholders and Affiliates. No Restricted Person Credit Party shall, nor shall it permit any of its Material Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction Related Party Transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving except for (i) any Related Party Transaction providing for annual payments in excess or other obligations of less than $50,000,000 with any Affiliate of a Restricted Person, on terms 2,000,000; provided that are materially less favorable, taken as a whole, to the Restricted Persons, taken as a whole, than those that might be obtained at the time of any such payment no Event of Default resulting from the failure by Borrower to comply with the covenant set forth in Section 6.7 has occurred, will be continuing or will result thereform, (ii) any Related Party Transaction pertaining to a Person who is supply contract based on arm’s length terms with Borrower or any of its Subsidiaries, provided that (A) such contract shall allow Borrower or any such Subsidiary to earn margins thereunder not less than margins customarily earned under such types of contracts and (B) at least five (5) Business Days before entering into any such contract, Borrower shall provide the Lenders with a holder copy of such contract or Affiliatea summary of the terms thereof and a certificate of the Chief Executive Officer, President or Chief Financial Officer of Borrower confirming that such contract satisfies the requirements of this clause (ii); (iii) any Related Party Transaction pertaining to a procurement contract based on arm’s length terms with Borrower or any of its Subsidiaries, provided that (A) the terms of such contract shall not be materially different (to the benefit of the affiliated vendor) from the terms offered by any non-affiliated vendor and (B) at least five (5) Business Days before entering into any such contract, Borrower shall provide the Lenders with a copy of such contract or a summary of the terms thereof and a certificate of the Chief Executive Officer, President or Chief Financial Officer of Borrower confirming that such contract satisfies the requirements of this clause (iii); (iv) any Related Party Transaction pertaining to the purchase or sale of assets (including Equity Interests) at fair market value as determined by an Independent Financial Advisor; (v) any Related Party Transaction pertaining to an equity investment in Borrower or any of its Subsidiaries for cash consideration at fair market value as determined by an Independent Financial Advisor; (vi) any Related Party Transaction under written agreements in effect as of the date hereof, provided that neither Borrower nor any of its Subsidiaries shall be permitted to enter into any material amendments or waivers of such agreements without Requisite Lenders prior written consent, (vii) transactions pursuant to the Credit Documents, and (viii) the Transactions; provided, however, that the foregoing restriction this provision shall not apply to: prohibit (axx) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the Restricted Persons; (d) reasonable reasonably and customary fees paid compensation and other benefits and indemnification arrangements to members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (e) compensation arrangements for directors, officers and other employees of Borrower or any Restricted Person entered into of its Subsidiaries, in each case in the ordinary course of business; , and approved in good faith by the Board, (fyy) any repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Borrower or any of its Subsidiaries held by any present or former employee or director of Borrower or any of its Subsidiaries pursuant to any management equity subscription agreement or stock option agreement or other management or employee benefit plan or similar agreement in the transactions aggregate amount not to exceed $500,000 or (zz) Restricted Junior Payments that are the subject of an MLP Limited Partnership Agreement; (g) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingnot prohibited under Section 6.4.

Transactions with Shareholders and Affiliates. No Restricted Person shall, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess with any holder of $50,000,000 5% or more of any class of Capital Stock of a Restricted Person or with any Affiliate of a Restricted Person, on terms that are materially less favorable, taken as a whole, favorable to the such Restricted Persons, taken as a whole, Person than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to: to (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the between Restricted Persons; (db) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (ec) compensation arrangements for officers and other employees of any Restricted Person entered into in the ordinary course of business; (fd) the transactions that are the subject of an MLP Limited Partnership Agreement; (ge) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership partnership, on the one hand hand, and the publicly traded limited partnership on the other hand; (hf) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; , (ig) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and RegencyRegency in substantially the form attached as Exhibit H to that certain Contribution Agreement dated May 10, 2010 providing for a portion of the Restructuring Transactions, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; , (jh) Contingent Residual Support Agreements and any Intercompany Equity/Debt; transactions entered into in the ordinary course of business of such Restricted Person on terms which are no less favorable to such Restricted Person than those which would have been obtainable at the time in an arm’s length transaction with Persons that are not Affiliates and (ki) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingRestructuring Transactions.

Transactions with Shareholders and Affiliates. No Borrower shall, nor shall it permit any of its Restricted Person shallSubsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $50,000,000 with any Affiliate of a any Credit Party; provided, however, that the Borrowers and the Restricted Person, on Subsidiaries may enter into or permit to exist any such transaction if the terms that of such transaction are materially less favorablenot, taken as a whole, less favorable in any material respect to such Borrower or that Restricted Subsidiary, as the Restricted Persons, taken as a wholecase may be, than those that might be obtained at the time in a comparable arm’s length transaction NAI-1537228099v31537241654v2 from a Person who is not such a holder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to: to (a) (i) any transaction between Credit Parties and (ii) transactions between or among (x) Restricted Subsidiaries that are otherwise not Credit Parties and (y) Credit Parties and Restricted Subsidiaries that are not Credit Parties to the extent permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs)transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) any transaction among the General Partner and the Restricted Persons; (d) reasonable and customary fees paid to compensation arrangements for members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (e) compensation arrangements for ), officers and other employees of any each Credit Party and its Restricted Person Subsidiaries entered into in the ordinary course of business; (d) Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) the transactions that are the subject of an MLP Limited Partnership AgreementPermitted Stock Issuances; (g) transactions between the existence of, and the performance by any Credit Party of its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a Restricted Person party on the one hand Closing Date and an MLP and the general partner of such MLP and their respective Subsidiaries set forth on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other handSchedule 6.12; (h) payments under the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by TCP Director Agreement; and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement guarantees permitted by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingSection 6.01.

Transactions with Shareholders and Affiliates. No (i) Company and Borrowers shall not, and shall not permit any of its or their Restricted Person shallSubsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $50,000,000 with any Affiliate of a Restricted PersonCompany or Holdings, on terms (taken as a whole) that are materially less favorablefavorable to Company or that Restricted Subsidiary, taken as a whole, to the Restricted Persons, taken as a wholecase may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to: to (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (cA) any transaction among the General Partner between Company and the any of its Restricted Persons; Subsidiaries or between any of its Restricted Subsidiaries, (dB) reasonable and customary fees and compensation paid to officers and members of the board Board of directors (or similar governing body) Directors of the Borrower Company and its Restricted Subsidiaries; , and customary indemnities provided on behalf of officers, directors, employees or consultants of Company or any of its Restricted Subsidiaries, (eC) compensation arrangements transactions approved by a majority of the disinterested members of the Board of Directors or other similar governing body of Company or the applicable Restricted Subsidiary, (D) transactions permitted under Sections 8.3, 8.5 and 8.7, (E) the payment by Oxxxx Insurance, Ltd. to Holdings of insurance settlement amounts received, (F) any transaction between or among Holdings, Company, any Borrower or any other Restricted Subsidiary, subject to the restrictions of Section 8.9(ii) below, and (G) any agreements in existence on the Closing Date and disclosed in the Form 10-K for officers the period ended December 31, 2018, or the Form 10-Q for the period ended March 31, 2019, or otherwise set forth on Schedule 8.9 hereto (as such agreements may be amended, modified, restated, renewed, supplemented, refunded, replaced, refinanced or otherwise continued in effect, in all cases, on terms no less favorable to such Borrower or such Restricted Subsidiaries than on the date of this Agreement) and other employees (H) any transaction pursuant to the Specified Modernization Transaction. (ii) Except any transactions expressly permitted hereunder (including transactions pursuant to the Specified Modernization Transaction), Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange or any property or the rendering of any Restricted service) between such Person entered into in and Holdings that is materially adverse to the ordinary course of business; (f) the transactions that are the subject of an MLP Limited Partnership Agreement; (g) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) the transactions that are the subject interests of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingLenders.

Transactions with Shareholders and Affiliates. No (i) Company and Borrowers shall not, and shall not permit any of its or their Restricted Person shallSubsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $50,000,000 with any Affiliate of a Restricted PersonCompany or Holdings, on terms that are materially less favorable, (taken as a whole) that are less favorable to Company or that Restricted Subsidiary, to as the Restricted Persons, taken as a wholecase may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to: to (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (cA) any transaction among the General Partner between Company and the any of its Restricted Persons; Subsidiaries or between any of its Restricted Subsidiaries, (dB) reasonable and customary fees and compensation paid to officers and members of the board Board of directors (or similar governing body) Directors of the Borrower Company and its Restricted Subsidiaries; , and customary indemnities provided on behalf of officers, directors, employees or consultants of Company or any of its Restricted Subsidiaries, (eC) compensation arrangements transactions approved by a majority of the disinterested members of the Board of Directors or other similar governing body of Company or the applicable Restricted Subsidiary, (D) transactions permitted under Sections 8.3, 8.5 and 8.7, (E) the payment by Xxxxx Insurance, Ltd. to Holdings of insurance settlement amounts received, (F) any transaction between or among Holdings, Company, any Borrower or any other Restricted Subsidiary, subject to the restrictions of Section 8.9(ii) below, and (G) any agreements in existence on the Closing Date and disclosed in the Form 10-K for officers the period ended December 31, 2017, or the Form 10-Q for the period ended March 31, 2018, or otherwise set forth on Schedule 8.9 hereto (as such agreements may be amended, modified, restated, renewed, supplemented, refunded, replaced, refinanced or otherwise continued in effect, in all cases, on terms no less favorable to such Borrower or such Restricted Subsidiaries than on the date of this Agreement). (ii) Except any transactions expressly permitted hereunder, Company and other employees Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange or any property or the rendering of any Restricted service) between such Person entered into in and Holdings that is materially adverse to the ordinary course of business; (f) the transactions that are the subject of an MLP Limited Partnership Agreement; (g) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) the transactions that are the subject interests of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingLenders.

Transactions with Shareholders and Affiliates. No Restricted Person Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess with any holder of $50,000,000 5% or more of any class of Capital Stock of NTL or any of its Subsidiaries or with any Affiliate of a Restricted PersonNTL or of any such holder, on terms that are materially less favorable, taken as a whole, to the Restricted Persons, taken as a whole, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to: to (a) transactions that are otherwise permitted under this Agreement; among NTL and its Subsidiaries and/or Joint Ventures in the ordinary course of business consistent with past practice, (b) insurance arrangements entered into in connection with the Transactions conduct of business with NTL Insurance Limited (including or any other Affiliate which is established as the payment of all Transaction Costscaptive insurance company to NTL and its Subsidiaries); (c) any transaction among tax sharing arrangements and agreements to surrender tax losses in existence on the General Partner and the Restricted PersonsFiling Date; (d) the provision of, or an agreement to provide, network services by such Credit Party or Subsidiary to another Credit Party or Subsidiary or Joint Venture to the extent that such provision is with respect to capacity which is in excess of that required to provide current services to its existing and projected future customers provided that the price payable in relation to such excess network services capacity is no less than the cost incurred in providing such services; (e) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower NTL and its Restricted Subsidiaries; (ef) employment, compensation or indemnification arrangements for directors, consultants or officers and other employees of any Restricted Person NTL and its Subsidiaries entered into in the ordinary course of business; (fg) the transactions Restricted Junior Payments and Investments that are permitted by the subject provisions of an MLP Limited Partnership AgreementSections 6.1, 6.5, 6.6, 6.8, or 6.9 respectively; (g) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) transactions described in Schedule 6.11, so long as such transaction is (x) otherwise not prohibited under this Agreement, (y) not adverse to the transactions that are the subject interests of the Shared Services Agreement dated August 26Lenders, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (iz) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or material information with respect thereto has been previously disclosed to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingLenders.

Transactions with Shareholders and Affiliates. No Restricted Person shall, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess with any holder of $50,000,000 5% or more of any class of Equity Interests of a Restricted Person or with any Affiliate of a Restricted Person, on terms that are materially less favorable, taken as a whole, favorable to the such Restricted Persons, taken as a whole, Person than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to: (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the between Restricted Persons; (db) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (ec) compensation arrangements for officers and other employees of any Restricted Person entered into in the ordinary course of business; (fd) the transactions that are the subject of an MLP Limited Partnership Agreement; (ge) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (hf) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (ig) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and RegencyRegency in substantially the form attached as Exhibit H to that certain Contribution Agreement dated May 10, 2010 providing for a portion of the Restructuring Transactions, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; , and (kh) any other transactions entered into in the ordinary course of business of such Restricted Person on terms that are no less favorable to such Restricted Person than those which would have been obtainable at the time in an arm’s length transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingPersons that are not Affiliates.

Transactions with Shareholders and Affiliates. No Restricted Person shall, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess with any holder of $50,000,000 5% or more of any class of Equity Interests of a Restricted Person or with any Affiliate of a Restricted Person, on terms that are materially less favorable, taken as a whole, favorable to the such Restricted Persons, taken as a whole, Person than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to: (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the between Restricted Persons; (db) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (ec) compensation arrangements for officers and other employees of any Restricted Person entered into in the ordinary course of business; (fd) the transactions that are the subject of an MLP Limited Partnership Agreement; (ge) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (hf) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (ig) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and RegencyRegency in substantially the form attached as Exhibit H to that certain Contribution Agreement dated May 10, 2010 providing for a portion of the Restructuring Transactions, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (jh) Contingent Residual Support Agreements transactions entered into in the ordinary course of business of such Restricted Person on terms that are no less favorable to such Restricted Person than those which would have been obtainable at the time in an arm’s length transaction with Persons that are not Affiliates; (i) the Acquisition and any Intercompany EquityDrop Down; (k) the Drop Down Equity or Drop Down/Transfer Debt; (l) transactions between Restricted Persons, on the one hand, and the Company and its subsidiaries, on the other hand, that are approved by the Borrower’s board of directors (or similar governing body); and (km) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingDrop Down/Transfer Guarantees.

Transactions with Shareholders and Affiliates. No (i) Company and Borrowers shall not, and shall not permit any of its or their Restricted Person shallSubsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $50,000,000 with any Affiliate of a Restricted PersonCompany or Holdings, on terms (taken as a whole) that are materially less favorablefavorable to Company or that Restricted Subsidiary, taken as a whole, to the Restricted Persons, taken as a wholecase may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to: to (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (cA) any transaction among the General Partner between Company and the any of its Restricted Persons; Subsidiaries or between any of its Restricted Subsidiaries, (dB) reasonable and customary fees and compensation paid to officers and members of the board Board of directors (or similar governing body) Directors of the Borrower Company and its Restricted Subsidiaries; , and customary indemnities provided on behalf of officers, directors, employees or consultants of Company or any of its Restricted Subsidiaries, (eC) compensation arrangements transactions approved by a majority of the disinterested members of the Board of Directors or other similar governing body of Company or the applicable Restricted Subsidiary, (D) transactions permitted under Sections 8.3, 8.5 and 8.7, (E) the payment by Xxxxx Insurance, Ltd. to Holdings of insurance settlement amounts received, (F) any transaction between or among Holdings, Company, any Borrower or any other Restricted Subsidiary, subject to the restrictions of Section 8.9(ii) below, and (G) any agreements in existence on the Closing Date and disclosed in the Form 10-K for officers the period ended December 31, 2018, or the Form 10-Q for the period ended March 31, 2019, or otherwise set forth on Schedule 8.9 hereto (as such agreements may be amended, modified, restated, renewed, supplemented, refunded, replaced, refinanced or otherwise continued in effect, in all cases, on terms no less favorable to such Borrower or such Restricted Subsidiaries than on the date of this Agreement). (ii) Except any transactions expressly permitted hereunder, Company and other employees Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange or any property or the rendering of any Restricted service) between such Person entered into in and Holdings that is materially adverse to the ordinary course of business; (f) the transactions that are the subject of an MLP Limited Partnership Agreement; (g) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) the transactions that are the subject interests of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingLenders.

Transactions with Shareholders and Affiliates. No Restricted Person shall, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess with any holder of $50,000,000 5% or more of any class of Equity Interests of a Restricted Person or with any Affiliate of a Restricted Person, on terms that are materially less favorable, taken as a whole, favorable to the such Restricted Persons, taken as a whole, Person than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to: (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the between Restricted Persons; (db) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (ec) compensation arrangements for officers and other employees of any Restricted Person entered into in the ordinary course of business; (fd) the transactions that are the subject of an MLP Limited Partnership Agreement; (ge) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (hf) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (ig) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and RegencyRegency in substantially the form attached as Exhibit H to that certain Contribution Agreement dated May 10, 2010 providing for a portion of the Restructuring Transactions, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (jh) Contingent Residual Support Agreements transactions entered into in the ordinary course of business of such Restricted Person on terms that are no less favorable to such Restricted Person than those which would have been obtainable at the time in an arm’s length transaction with Persons that are not Affiliates; (i) any Drop Down; (k) the Drop Down Equity or Drop Down/Transfer Debt; (l) transactions between Restricted Persons, on the one hand, and any Intercompany Equity/Debtthe Company and its subsidiaries, on the other hand, that are approved by the Borrower’s board of directors (or similar governing body); and (km) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingDrop Down/Transfer Guarantees.

Transactions with Shareholders and Affiliates. No Restricted Person shall, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess with any holder of $50,000,000 5% or more of any class of Equity Interests of a Restricted Person or with any Affiliate of a Restricted Person, on terms that are materially less favorable, taken as a whole, favorable to the such Restricted Persons, taken as a whole, Person than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to: (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the between Restricted Persons; (db) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; (ec) compensation arrangements for officers and other employees of any Restricted Person entered into in the ordinary course of business; (fd) the transactions that are the subject of an MLP Limited Partnership Agreement; (ge) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (hf) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (ig) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and RegencyRegency in substantially the form attached as Exhibit H to that certain Contribution Agreement dated May 10, 2010 providing for a portion of the Restructuring Transactions, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (jh) Contingent Residual Support Agreements transactions entered into in the ordinary course of business of such Restricted Person on terms that are no less favorable to such Restricted Person than those which would have been obtainable at the time in an arm’s length transaction with Persons that are not Affiliates; (i) the Acquisition and any Intercompany Equity/DebtDrop Down; (k) the Drop Down Preferred; (l) transactions between Restricted Persons, on the one hand, and the Company and its subsidiaries, on the other hand, that are approved by the Borrower’s board of directors (or similar governing body); and (km) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingDrop Down/Transfer Guarantees.