Common use of Certain Changes Clause in Contracts

Certain Changes. Without first obtaining the written consent of Regency, which shall not be unreasonably withheld or delayed, from the date hereof until the Closing Date, HEP covenants that it shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not to: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and operations, or their financial reporting and accounting methods; (b) enter into any Contract or terminate or amend in any material respect any Contract to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other entity or acquire any of the business or assets of any person or entity; (e) make any change in their organizational documents or equivalent governing instruments; (f) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entity; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities in the ordinary course of business consistent with past practices; (h) sell, lease or otherwise dispose of any of their assets other than (i) the sale of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000; (j) (i) enter into any joint venture, partnership or other similar arrangements; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entity; (k) fail to use commercially reasonable efforts to renew any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party; (l) enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoing.

Certain Changes. Without first obtaining the written consent of Regency, which shall not be unreasonably withheld or delayedthe Purchaser, from the date hereof until the Closing Dateearlier of the Effective Date or the termination of this Agreement, HEP covenants the Sellers, jointly and severally, covenant that it shall not and shall, as applicable and except as required by applicable law, cause none of the ▇▇▇▇▇▇ LLCs and the Subsidiaries not toCompanies will: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their its businesses and operations, or their its financial reporting and accounting methods; (b) other than in the ordinary course of business, enter into any Contract material contract or agreement or terminate or amend in any material respect, or be in default in any material respect under any Contract material contract or agreement to which the ▇▇▇▇▇▇ LLCs any Company is a party, including without limitation any bid submitted by any Company, except for any defaults which may occur during such time period which are cured by such Company or the Subsidiaries is a party if Sellers prior to the committed value of the Contract is in excess of $100,000Effective Date; (c) except as otherwise provided in Sections 1.4 and 3.8 hereof, declare, set aside or pay any dividends, or make any distributions, in respect of their its equity securities, or repurchase, redeem or otherwise acquire any such securities, other than securities or transfer any cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the ClosingSellers; (d) merge into or with or consolidate with any other entity corporation or acquire any all or substantially all of the business or assets of any corporation, person or other entity; (e) make any change in their organizational documents its charter documents, bylaws or equivalent governing instruments; (f) other than in the ordinary course of business, purchase any securities of any corporation, person or entity, except short term debt securities of any Governmental Authority governmental entities and banks, or make any investment in any entitycorporation, partnership, joint venture or other business enterprise; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, indirect for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, any Company other than the incurrence of liabilities pursuant to existing agreements in the ordinary course of business consistent with past practices; provided, however, that in no event will any Company incur any obligation or liability for funded indebtedness; (h) sell, lease or otherwise dispose of any of their its assets other than (i) the sale of their its assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000as otherwise contemplated by Section 1.3 hereof; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000business; (j) (i) enter into allow or permit the expiration, termination or cancellation at any joint venture, partnership or other similar arrangements; (ii) terminate or amend time prior to the Closing of any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiariesinsurance policies listed in Schedule 3.17, and (v) make any loansunless it is replaced, advances or capital contributions towith no loss of coverage, or investments in any other person or entityby a comparable insurance policy; (k) fail to use commercially reasonable efforts to renew implement or adopt any Material Contract change in its tax methods, principles or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party;elections; or (l) enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoing, except as contemplated by this Agreement.

Certain Changes. Without first obtaining Except as expressly may be permitted or contemplated hereunder, or set forth in the written consent of Regencyschedules attached hereto, which shall not be unreasonably withheld or delayedthe Company covenants that, from the date hereof until the Closing Date, HEP covenants that it without first obtaining the written consent of the Merger Sub, the Company will not and the Shareholder shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not Companies to: (ai) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and its business or operations, or their financial reporting and accounting methods; (bii) enter into any Contract or terminate or amend engage in any material respect any Contract to which activity or transaction outside the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value ordinary course of the Contract is in excess of $100,000business; (ciii) terminate, amend, modify or change any Scheduled Contract, Lease or agreement required to be disclosed pursuant to Sections 5.11 or 5.15 other than in the ordinary course of business; (iv) declare, set aside or pay any dividends, or make any distributions, in respect of their to its equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (dv) merge into or with or consolidate with any other entity person or acquire any all or substantially all of the business or assets of any person or entityother Person; (evi) make any change in their organizational documents its articles of incorporation or bylaws or equivalent governing instruments; (fvii) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entityPerson; (gviii) increase or decrease the indebtedness of, of the Companies (or incur any obligation of them) or liability, direct or indirect, their affiliates except for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities indebtedness incurred in the ordinary course of business consistent with past prior practices; (hix) other than pursuant to existing contracts or commitments, sell, lease or otherwise dispose of any of their assets the Property, other than in the ordinary and usual course of business; (ix) grant any increase in compensation or pay or agree to pay or accrue any bonus or like benefit to or for the sale benefit of their assets any director, officer, employee or other Person, provided that the Company may continue to pay its field personnel bonuses in accordance with the Company's past practices; (xi) file any motion, order, brief, settlement offer or other papers in any proceedings; (xii) enter into any single agreement or agreements of similar nature with the same party or its affiliates other than in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value or which involves capital expenditure of not more than $100,000; (i) purchase, lease 200,000 for any one transaction or otherwise acquire any property of any kind whatsoever other than (i) $500,000 in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000; (j) (i) enter into any joint venture, partnership or other similar arrangementsaggregate; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entity; (k) fail to use commercially reasonable efforts to renew any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party; (l) enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoing.or

Certain Changes. Without Except as set forth on Schedule 5.1, without first obtaining the written consent of Regency, KMEP (which shall consent will not be unreasonably withheld withheld, conditioned or delayed), from the date hereof until the Closing Date, HEP covenants the Contributors covenant that it they shall not and shall, as applicable and except as required by applicable law, use their reasonable best efforts to cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries Companies not to: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and operations, or their financial reporting and or accounting methods, principles or policies, other than those required by GAAP or applicable law; (b) other than in the ordinary course of business or as set forth in Schedule 5.1(b), enter into any Contract that would be defined as a “Material Contract” hereunder or terminate or amend in any material respect any Material Contract to which any of the ▇▇▇▇▇▇ LLCs or the Subsidiaries Companies is a party if the committed value of the Contract is in excess of $100,000party; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such of their equity securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other entity or acquire any of the business or all or a substantial portion of the assets of any person or other entity; (e) make any change in their organizational documents charter documents, partnership documents, bylaws or equivalent governing instrumentsinstruments (except as provided in Section 5.10); (f) purchase any securities of any corporation, person or entity, except short short- term debt securities of any Governmental Authority governmental entities and banks, or make any investment in any entitycorporation, partnership, joint venture or other business enterprise, except to the extent required by the terms of any existing Material Contract; (g) issue or sell any equity interests, notes, bonds or other securities of any of the Companies, or any option, warrant or right to acquire any equity interests, notes, bond or other securities of any of the Companies; (h) make any non-cash distribution with respect to its equity interests; (i) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the SubsidiariesCompanies, other than the incurrence of liabilities in the ordinary course of business consistent with past practices; provided, however, that in no event shall the Companies incur, assume or guarantee any long-term indebtedness for borrowed money; (hj) sell, lease or otherwise dispose of any material portion of their assets other than (i) the sale of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000business; (ik) liquidate, dissolve, recapitalize or otherwise wind up its business; (l) purchase, lease or otherwise acquire any material property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000business; (jm) (i) enter into any joint venture, partnership implement or other similar arrangements; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign adopt any material rights change in their Tax methods, principles or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entityelections; (kn) fail to use commercially reasonable efforts to renew hire any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party; (l) employees, enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to agreements or become liable with respect to adopt any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standardsbenefit plan; (o) increase the compensation and/or benefits of permit any of their employees or its assets to become subjected to any Lien, other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulationthan Permitted Liens; (p) authorize cancel any capital expenditure material indebtedness (individually or series in the aggregate) or waive any claims or rights of related capital expenditures) substantial value (except as provided in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure ScheduleSection 6.1(g)); (q) except for intercompany transactions in the ordinary course of business, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with, the Contributors or any of their affiliates (other than the Companies); (r) enter into or agree upon any settlement or compromise of pending Litigation (other than immaterial litigation in respect of Taxes which there shall be no impact to KMEP); (s) incur any capital expenditure in excess of $25,000,000, other than reasonable capital expenditures in connection with any emergency or force majeure events or as provided in the Capital Budget; (t) acquire, commence or conduct any activity or business that may generate income for federal income tax purposes that may not be “qualifying income,” within the meaning of Section 7704(d) of the ▇▇▇▇▇▇ LLCsCode, except to the Subsidiariesextent such activity or business is being conducted on the date of this Agreement; (u) except as contemplated in Sections 5.2(d) and 5.2(e) or as may be required to perform the Contributors’ obligations under this Agreement, the ▇▇▇▇▇▇ Businesses make any application, filing or the ▇▇▇▇▇▇ Assetsother request for approval from any Governmental Authority with respect to any new rates, services, terms and conditions of service or construction of facilities; or (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (rv) commit or agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. Without first obtaining Except as expressly may be permitted hereunder, or set forth in the written consent of Regencyschedules attached hereto, which shall not be unreasonably withheld or delayedthe Company covenants that, from the date hereof until the Closing Date, HEP covenants that it shall not and shallwithout first obtaining the written consent of the Shareholder, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not toParent will not: (ai) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and its business or operations, or their financial reporting and accounting methods; (bii) enter into any Contract or terminate or amend engage in any material respect any Contract to which activity or transaction outside the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value ordinary course of the Contract is in excess of $100,000business; (ciii) terminate, amend, modify or change any Scheduled Contract, Lease or agreement required to be disclosed pursuant to this Agreement; (iv) declare, set aside or pay any dividends, or make any distributions, in respect of their to its equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (dv) merge into or with or consolidate with any other entity person or acquire any all or substantially all of the business or assets of any person or entityother Person; (evi) make any change in their organizational documents its articles of incorporation or bylaws or equivalent governing instruments; (fvii) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entityPerson; (gviii) increase or decrease the indebtedness of, of the Parent or incur any obligation or liability, direct or indirect, its Subsidiaries except for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities indebtedness incurred in the ordinary course of business consistent with past prior practices; (hix) other than pursuant to existing contracts or commitments, sell, lease or otherwise dispose of any of their assets the Property, other than in the ordinary and usual course of business; (ix) grant any increase in compensation or pay or agree to pay or accrue any bonus or like benefit to or for the sale benefit of their assets any director, officer, employee or other Person; (xi) file any motion, order, brief, settlement offer or other papers in any proceedings; (xii) enter into any single agreement or agreements of similar nature with the same party or its affiliates outside the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value or which involves capital expenditures of not more than $100,000; (i) purchase, lease 200,000 for any single transaction or otherwise acquire any property of any kind whatsoever other than (i) $500,000 in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000; (j) (i) enter into any joint venture, partnership or other similar arrangementsaggregate; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entity; (k) fail to use commercially reasonable efforts to renew any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party; (l) enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoing.or

Certain Changes. Without first obtaining Between the date hereof and the Closing Date, --------------- except as otherwise specifically permitted by this Agreement or unless the prior written consent of Regency, which shall Buyer is obtained (such consent not to be unreasonably withheld or delayed), from the date hereof until the Closing Date, HEP covenants that it Seller shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not to: permit (a) operate the mortgage, pledge or subjection to any lien, lease, security interest or other charge or encumbrance of any of the Assets except for landlord's liens with respect to rent not yet due and payable and liens for property taxes not yet due and payable and other inchoate liens incurred in the ordinary course of business which do not have a material adverse effect on the Business, (b) the sale, assignment, transfer, abandonment or other disposition of any of the Assets, or any interest therein, otherwise than sales in the ordinary course of business, (c) the merger or consolidation of any of the Companies with any corporation, partnership, association or other business organization or division thereof, unless such transaction specifically excludes the Assets and provides for their businessessale as contemplated by this Agreement; (d) the modification, amendment, alteration or termination of any of the contracts described on Exhibit 3.9; (e) the declaration or payment of any dividends or other distributions to a shareholder by any of the Acquired Companies or the purchase or redemption of any shares of its capital stock; or (f) any of the Acquired Companies to (i) take any action to amend its charter or bylaws or other governing documents; (ii) issue any stock, bonds or other corporate securities or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (iii) incur any obligation or liability (absolute or contingent), except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (iv) cancel any debts or claims, except in the usual, regular and ordinary course in all material respects consistent with past practices of business; (v) make, accrue or make become liable for any material change in the conduct of their businesses and operationsbonus, profit sharing or incentive payment, except for accruals under existing plans, if any, or their financial reporting and accounting methods; (b) enter into increase the rate of compensation payable or to become payable by it to any Contract of its officers, directors or terminate or amend in any material respect any Contract to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securitiesemployees, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other entity or acquire any of the business or assets of any person or entity; (e) make any change in their organizational documents or equivalent governing instruments; (f) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entity; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities increases in the ordinary course of business consistent with past practices; practice; (hvi) sell, lease make any election or otherwise dispose give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of their assets any such election or any consent or compromise or settle any claim for past or present tax due; (vii) waive any rights of material value; (viii) make or permit any act or omission constituting a breach or default under any contract, indenture or agreement by which it or its properties are bound; (ix) enter into any leases, contracts, agreements or understandings other than (i) the sale of their assets those entered into in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) calling for payments which in the ordinary course of business consistent with past practicesaggregate do not exceed $100,000 for each such lease, contract, agreement or (ii) property with an aggregate value of not more than $100,000; (j) (i) enter into any joint venture, partnership or other similar arrangementsunderstanding; (iix) terminate or amend engage any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entity; (k) fail to use commercially reasonable efforts to renew any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is employee for a party; (l) enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) salary in excess of $100,000575,000 per annum; (xi) materially alter the terms, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) status or funding condition of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessmentEmployee Benefit Plan; or (rxii) commit or agree to do any of the foregoingforegoing in the future.

Certain Changes. Without first obtaining the written prior consent of RegencyPurchaser, which shall such consent not to be unreasonably withheld withheld, provided that such consent shall be deemed to have been given unless it is denied within five (5) Business Days of having been requested, neither SPC nor SPCT shall: (i) permit or delayed, from the date hereof until the Closing Date, HEP covenants that it shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not to: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and operations, or their financial reporting and accounting methods; (b) enter into any Contract or terminate or amend in any material respect any Contract to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other entity or acquire allow any of the business Acquired Assets to be subjected to any Lien; (ii) cancel or assets of waive any person material claim or entity; right relating to the Acquired Assets or the Business; (e) make any change in their organizational documents or equivalent governing instruments; (f) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entity; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities in the ordinary course of business consistent with past practices; (hiii) sell, lease transfer, assign, distribute or otherwise dispose of any of their assets other than (i) the sale of their assets Acquired Assets, except in the ordinary course Ordinary Course of business pursuant to existing Contracts, and Business; (ii) assets with an aggregate value of not more than $100,000; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000; (j) (iiv) enter into any joint venturecontract or commitment with respect to the Business or the Acquired Assets, partnership the performance of which may extend beyond the Closing Date, except in the Ordinary Course of Business; (v) cause or permit any of its current insurance or reinsurance policies with respect to the Acquired Assets or the Business to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation, or lapse, the Company obtains replacement policies from the same or comparable insurers providing coverage which is the same or comparable to that provided under the cancelled, terminated, or lapsed policies; (vi) acquire by purchase or license any trademark, patent, or other similar arrangementsintellectual property rights with respect to the Business; (iivii) terminate make any payment or provision with respect to any employee benefit plan or program with respect to the Business, except in the Ordinary Course of Business, or adopt any new employee benefit plan or program with respect to the Business or amend any Contractexisting employee benefit plan or program with respect to the Business, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entity; (k) fail to use commercially reasonable efforts to renew any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party; (l) enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to or become liable new employment agreements with respect to any Plan; (n) make any change in any of its present accounting methods and practicesthe Business, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of payable to any of their employees employee with respect to the Business or other service providers or the obligations pay any bonuses to any employee of the ▇▇▇▇▇▇ LLCs or Business except in the Subsidiaries in respect theretoOrdinary Course of Business. Without the consent of Purchaser, except as may such consent not to be required by applicable lawunreasonably withheld, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoing.SPC shall not

Certain Changes. Without Except as set forth on Schedule 5.1, and subject to Section 5.3, without first obtaining the written consent of Regency, the Partnership (which shall consent will not be unreasonably withheld withheld, conditioned or delayed), from the date hereof until the Closing Date, HEP covenants the Contributors covenant that it they shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries Companies not to: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and operations, or their financial reporting and or accounting methods, principles or policies, other than those required by GAAP or applicable law; (b) other than in the ordinary course of business or as set forth in Schedule 5.1(b), enter into any Contract that would be defined as a “Material Contract” hereunder or terminate or amend in any material respect any Material Contract to which any of the ▇▇▇▇▇▇ LLCs or the Subsidiaries Companies is a party if the committed value of the Contract is in excess of $100,000party; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such of their equity securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other entity or acquire any of the business or all or a substantial portion of the assets of any person or other entity; (e) make any change in their organizational documents charter documents, partnership documents, bylaws or equivalent governing instrumentsinstruments (except as provided in Section 5.10); (f) purchase any securities of any corporation, person or entity, except short short- term debt securities of any Governmental Authority governmental entities and banks, or make any investment in any entitycorporation, partnership, joint venture or other business enterprise, except to the extent required by the terms of any existing Material Contract; (g) issue or sell any equity interests, notes, bonds or other securities of any of the Companies, or any option, warrant or right to acquire any equity interests, notes, bond or other securities of any of the Companies; (h) make any non-cash distribution with respect to its equity interests; (i) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the SubsidiariesCompanies, other than the incurrence of liabilities in the ordinary course of business consistent with past practices; provided, however, that in no event shall the Companies incur, assume or guarantee any long-term indebtedness for borrowed money; (hj) sell, lease or otherwise dispose of any material portion of their assets other than (i) the sale of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000business; (ik) liquidate, dissolve, recapitalize or otherwise wind up its business; (l) purchase, lease or otherwise acquire any material property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000business; (jm) (i) enter into any joint venture, partnership implement or other similar arrangements; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign adopt any material rights change in their Tax methods, principles or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entityelections; (kn) fail to use commercially reasonable efforts to renew hire any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party; (l) employees, enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to agreements or become liable with respect to adopt any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standardsbenefit plan; (o) increase the compensation and/or benefits of permit any of their employees or its assets to become subjected to any Lien, other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulationthan Permitted Liens; (p) authorize cancel any capital expenditure material indebtedness (individually or series in the aggregate) or waive any claims or rights of related capital expenditures) substantial value (except as provided in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure ScheduleSection 6.1(f)); (q) except for intercompany transactions in the ordinary course of business, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with, the Contributors or any of their affiliates (other than the Companies); (r) enter into or agree upon any settlement or compromise of pending Litigation (other than immaterial litigation in respect of Taxes which there shall be no impact to the Partnership); (s) incur any capital expenditure in excess of $25,000,000 (or $5,000,000 in the case of CGSC and its Subsidiaries), other than reasonable capital expenditures in connection with any emergency or force majeure events or as provided in the Capital Budget; (t) acquire, commence or conduct any activity or business that may generate income for federal income tax purposes that may not be “qualifying income,” within the meaning of Section 7704(d) of the ▇▇▇▇▇▇ LLCsCode, except to the Subsidiariesextent such activity or business is being conducted on the date of this Agreement; (u) except as contemplated in Sections 5.2(d) and 5.2(e) or as may be required to perform the Contributors’ obligations under this Agreement, the ▇▇▇▇▇▇ Businesses make any application, filing or the ▇▇▇▇▇▇ Assetsother request for approval from any Governmental Authority with respect to any new rates, services, terms and conditions of service or construction of facilities; or (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (rv) commit or agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. Without first obtaining Except as set forth on Schedule 3.12 or as contemplated by the written consent of RegencyShare Sale Deed, which shall since March 31, 2007, there has not be unreasonably withheld or delayed, from the date hereof until the Closing Date, HEP covenants that it shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not tobeen: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices any damage or make any material change in the conduct of their businesses and operationsdestruction to, or their financial reporting and accounting methodsloss of, any asset of the Company or any of its Subsidiaries, whether or not covered by insurance, which could have a Material Adverse Effect on the Company or its Subsidiaries, taken as a whole; (b) enter into any Contract waiver by the Company or terminate any of its Subsidiaries of a valuable right or amend in any of a material respect any Contract debt owed to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000it; (c) declare, set aside any satisfaction or pay discharge of any dividends, Lien or make payment of any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions obligation by the ▇▇▇▇▇▇ LLCs and Company or any of its Subsidiaries outside of the Subsidiaries prior to the Closingordinary course of business; (d) merge into any material change or with or consolidate with amendment to any other entity or acquire Material Contract by which the Company, any of the business its Subsidiaries or any of its or their respective properties or assets of any person is bound or entitysubject; (e) make any change in their organizational documents or equivalent governing instrumentsMaterial Adverse Change; (f) purchase any securities change in the Contingent Obligations of the Company or any entityof its Subsidiaries, except short term debt securities by way of any Governmental Authority and banksGuarantees or otherwise, or make any investment in any entityoutside of the ordinary course of business; (g) increase any declaration or payment of any dividend or other distribution of assets of the indebtedness ofCompany to its shareholders, or incur the adoption or consideration of any obligation plan or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities in the ordinary course of business consistent arrangement with past practicesrespect thereto; (h) sell, lease any resignation or otherwise dispose termination of the employment of any director or officer of their assets other than (i) the sale Company or any of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000its Subsidiaries; (i) purchase, lease any Investment by the Company or otherwise acquire any property of its Subsidiaries in the Capital Stock of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000Person; (j) (i) enter into any joint ventureoffer, partnership issuance or other similar arrangements; (ii) terminate or amend sale of any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties shares of Capital Stock of the ▇▇▇▇▇▇ LLCs and Company or any Equity Rights with respect to the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entityCapital Stock of the Company; (k) fail to use commercially reasonable efforts to renew any Material Contract change in the Company’s credit guidelines and policies, charge-off policies or Permit to which the ▇▇▇▇▇▇ LLCs accounting methods, procedures or the Subsidiaries is a partypolicies; (l) enter into any employment agreement not terminable at will without cost incurrence of any Indebtedness by the Company or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreementsof its Subsidiaries other than as contemplated in this Agreement and the Related Agreements; (m) adopt, amend, modify, terminate, become subject to any agreement or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit commitment to do any of the foregoing; or (n) any other event or condition of any character which has had a Material Adverse Effect.

Certain Changes. Without first obtaining the written consent of RegencyExcept as set forth on Schedule 3.12, which shall since March 31, 2017, there has not be unreasonably withheld or delayed, from the date hereof until the Closing Date, HEP covenants that it shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not tobeen: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices any damage or make any material change in the conduct of their businesses and operationsdestruction to, or their financial reporting and accounting methodsloss of, any asset of GFN (US), the Company or any of its Subsidiaries, whether or not covered by insurance, which could have a Material Adverse Effect on GFN (US), the Company or its Subsidiaries, taken as a whole; (b) enter into any Contract waiver by GFN (US), the Company or terminate any of its Subsidiaries of a valuable right or amend in any of a material respect any Contract debt owed to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000it; (c) declareany satisfaction or discharge of any Lien or payment of any obligation by GFN (US), set aside the Company or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by its Subsidiaries outside of the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closingordinary course of business; (d) merge into any material change or with or consolidate with amendment to any other entity or acquire material contract by which GFN (US), the Company, any of the business its Subsidiaries or any of its or their respective properties or assets of any person is bound or entitysubject; (e) make any change in their organizational documents Material Adverse Change with respect to GFN (US), the Company or equivalent governing instrumentsany Subsidiary thereof; (f) purchase any securities change in the Contingent Obligations of GFN (US), the Company or any entityof its Subsidiaries, except short term debt securities by way of any Governmental Authority and banksGuarantees or otherwise, or make any investment in any entityoutside of the ordinary course of business; (g) increase any declaration or payment of any dividend or other distribution of assets of GFN (US), the indebtedness ofCompany or any Subsidiary thereof to its shareholders, or incur the adoption or consideration of any obligation plan or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities in the ordinary course of business consistent arrangement with past practicesrespect thereto; (h) sell, lease any resignation or otherwise dispose termination of the employment of any director or officer of their assets other than GFN (i) US), the sale Company or any of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000its Subsidiaries; (i) purchaseany Investment by GFN (US), lease the Company or otherwise acquire any property of its Subsidiaries in the Capital Stock of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000Person; (j) any offer, issuance or sale of any shares of Capital Stock of GFN (i) enter into US), the Company or any joint venture, partnership Subsidiary thereof or other similar arrangements; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign Equity Rights with respect to the Capital Stock of any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entitysuch Persons; (k) fail to use commercially reasonable efforts to renew any Material Contract change in GFN (US), the Company's, or Permit to which the ▇▇▇▇▇▇ LLCs any of its Subsidiary’s credit guidelines and policies, charge-off policies or the Subsidiaries is a partyaccounting methods, procedures or policies; (l) enter into any employment agreement not terminable at will without cost incurrence of any Indebtedness by GFN (US), the Company or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreementsof its Subsidiaries other than as contemplated in this Agreement and the Related Agreements; (m) adopt, amend, modify, terminate, become subject to any agreement or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit commitment to do any of the foregoing; or (n) any other event or condition of any character which has had a Material Adverse Effect on GFN (US), the Company or any Subsidiary thereof.

Certain Changes. Without Subject to Section 5.3, without first obtaining the written consent of Regency, the Purchaser (which shall consent may not be unreasonably withheld or delayedwithheld), from the date hereof Reference Time until the Closing Date, HEP covenants the Vendor will ensure that it shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not toCompany will not: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material adverse change in the conduct of their businesses its business and operations, or their financial reporting and accounting methods; (b) enter into any Contract or terminate or amend amend, in any respect material respect to the Company, any Contract to which contract or agreement other than in the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value ordinary course of the Contract is in excess of $100,000business; (c) declare, set aside or pay any dividends, or make any distributions, distributions in respect of their equity securities, its Shares or repurchase, redeem or otherwise acquire any such securitiesShares, other than cash dividends (ii) make any payments, by way of bonuses, management fees, wages, salaries or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior otherwise to the ClosingVendor or any other Person, or (iii) incur, assume, pay or otherwise become liable for any debts or charges to or for the benefit of any Vendor or any Person affiliated with or related to a Vendor; (d) merge into or with or consolidate with any other entity corporation or acquire any all or substantially all of the business or assets of any person or entityPerson; (e) make any change in their organizational changes to its constating documents or equivalent governing instrumentsbylaws; (f) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entityPerson; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities in the ordinary course of business consistent with past practices; (h) sell, lease or otherwise dispose of any of their assets other than the Assets (i) the extraction and sale of their Petroleum Substances and the consumption or other disposition of its assets and properties in the ordinary course of business pursuant to existing Contracts, being excepted and (iipermitted) assets with an aggregate value other than in the ordinary course of not more than $100,000business; (ih) purchase, lease or otherwise acquire any Petroleum and Natural Gas Rights or any interest in Petroleum Substances or real property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or business; (iii) property with an aggregate value make any capital expenditures other than in the ordinary course of not more than $100,000business; (j) (i) amend, enter into or terminate any joint venture, partnership or contracts material to the Company other similar arrangements; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on than in the assets and properties ordinary course of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entitybusiness; (k) fail initiate new operations, commit to use commercially reasonable efforts to renew drill any Material Contract Well for its own account, surrender Petroleum and Natural Gas Rights or Permit to which the abandon any Well▇ ▇▇▇▇▇▇ LLCs or er than in the Subsidiaries is a partyordinary course of business; (l) enter into make any offer of employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC Person; terminate, except for cause, the employment of any Person; or increase the salary or benefits payable to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoingPerson.

Certain Changes. Without first obtaining Except as expressly may be permitted hereunder, or set forth in the written consent of Regencyschedules attached hereto, which shall not be unreasonably withheld or delayedthe Company covenants that, from the date hereof until the Closing Date, HEP covenants that it shall not and shallwithout first obtaining the written consent of the Shareholder, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not toParent will not: (ai) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and its business or operations, or their financial reporting and accounting methods; (bii) enter into any Contract or terminate or amend engage in any material respect any Contract to which activity or transaction outside the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value ordinary course of the Contract is in excess of $100,000business; (ciii) terminate, amend, modify or change any Scheduled Contract, Lease or agreement required to be disclosed pursuant to this Agreement; (iv) declare, set aside or pay any dividends, or make any distributions, in respect of their to its equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (dv) merge into or with or consolidate with any other entity person or acquire any all or substantially all of the business or assets of any person or entityother Person; (evi) make any change in their organizational documents its articles of incorporation or bylaws or equivalent governing instruments; (fvii) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entityPerson; (gviii) increase or decrease the indebtedness of, of the Parent or incur any obligation or liability, direct or indirect, its Subsidiaries except for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities indebtedness incurred in the ordinary course of business consistent with past prior practices; (hix) other than pursuant to existing contracts or commitments, sell, lease or otherwise dispose of any of their assets the Property, other than in the ordinary and usual course of business; (ix) grant any increase in compensation or pay or agree to pay or accrue any bonus or like benefit to or for the sale benefit of their assets any director, officer, employee or other Person; (xi) file any motion, order, brief, settlement offer or other papers in any proceedings; (xii) enter into any single agreement or agreements of similar nature with the same party or its affiliates other than in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value or which involves capital expenditure of not more than $100,000; (i) purchase, lease 200,000 for any one transaction or otherwise acquire any property of any kind whatsoever other than (i) $500,000 in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000; (j) (i) enter into any joint venture, partnership or other similar arrangementsaggregate; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entity; (k) fail to use commercially reasonable efforts to renew any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party; (l) enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoing.or

Certain Changes. Without first obtaining The Company shall not take any of the following actions without the written consent of Regency, which shall not be unreasonably withheld or delayed, from the date hereof until the Closing Date, HEP covenants that it shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not to: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices Borrow or make agree to borrow any material change in the conduct of their businesses and operationsfunds or incur, or their financial reporting and accounting methods; (b) enter into any Contract assume or terminate become subject to, whether directly or amend in any material respect any Contract to which the ▇▇▇▇▇▇ LLCs by way of guarantee or the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000; (c) declareotherwise, set aside or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other entity or acquire any of the business or assets of any person or entity; (e) make any change in their organizational documents or equivalent governing instruments; (f) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entity; (g) increase the indebtedness of, or incur any obligation or liabilityliability (absolute or contingent), direct or indirect, for the ▇▇▇▇▇▇ LLCs except current obligations and the Subsidiaries, other than the incurrence of liabilities incurred in the ordinary course of business and consistent with the past practicespractice; (hb) sellPermit or allow any of its property or assets (real, lease personal or otherwise mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien or encumbrance, except for Liens arising under a mortgage, pledge or security agreement disclosed in Section 3.10 of the Disclosure Statement or the Balance Sheet, purchase money mortgages or Permitted Liens; (c) Dispose of or permit to lapse any rights, contract, licenses, permits or any other rights to the use of any Intellectual Property, or dispose of or disclose to any of their assets person, other than (i) the sale of their assets an employee in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, any trade secret, formula, process or (ii) property with an aggregate value know-how not theretofore a matter of not more than $100,000public knowledge; (jd) Take any action with respect to the grant of any increase in the compensation of officers, directors or key employees, grant any bonus, severance or termination pay (i) enter into including such benefits pursuant to any joint venturepension, partnership profit sharing or other similar arrangements; (iiplan or commitment) terminate or any increase in the compensation or fringe benefits payable or to become payable to any officer or key employee, or commit to, or implement or otherwise modify or amend any ContractBenefit Arrangement, Permit collective bargaining agreement, employment policy or other material rightpractice except as permitted by this Agreement; (e) Make in the aggregate capital expenditures and commitments in excess of $25,000 for additions to property, (iii) waive, release plant or assign any material rights or claims, (iv) create any new Liens on equipment without the assets and properties prior written approval of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entity; (kf) fail to use commercially reasonable efforts to renew Hire any Material Contract employee, consultant or Permit to which the ▇independent contractor for compensation, on an annualized basis, exceeding $50,000 per annum (provided, however, that ▇▇▇▇▇ LLCs shall not, solely on the basis of the amount of compensation, disapprove of an employee, consultant or the Subsidiaries independent contractor who is proposed to be hired as a party; (l) enter into any employment agreement not terminable replacement for a <PAGE> 56 terminated or departed employee, consultant or independent contractor at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary a comparable compensation level); or enter into or become bound by any collective bargaining employment or labor agreements;consulting contract or legally binding understanding or arrangement regarding such employment. (mg) adoptFail to maintain the Company’s assets in substantially their state of repair as of the date of this Agreement except normal wear and tear or fail to replace consistent with the Company’s past practice and in accordance with the terms of this Agreement inoperable, amendworn-out or destroyed assets. (h) Make, modify, terminate, become subject declare or pay any dividend or other distribution (other than regularly scheduled dividends in respect to or become liable the Company Preferred Stock) with respect to any Plan;the Company Common Stock or Company Preferred Stock. (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change Dispose of or rescind discontinue any portion of its business which is material election, (ii) adopt to the Company and the Company Subsidiaries taken as a whole or change acquire all or any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any portion of the foregoingbusiness of any other entity.

Certain Changes. Without Except as set forth on Schedule 5.1, without first obtaining the written consent of Regency, which shall not be unreasonably withheld or delayedKMEP, from the date hereof until the Closing Date, HEP covenants the Contributors covenant that it they shall not and shall, as applicable and except as required by applicable law, use their reasonable best efforts to cause the ▇▇▇▇▇▇ LLCs Contributed Entities and the Subsidiaries Trailblazer not to: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and operations, or their financial reporting and accounting methods; (b) other than in the ordinary course of business, enter into any Contract contract or agreement that would be defined as "Contract" hereunder or terminate or amend in any material respect any Contract to which any of the ▇▇▇▇▇▇ LLCs or the Subsidiaries Contributed Entities is a party if the committed value of the Contract is in excess of $100,000party; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by Contributed Entities in the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closingordinary course of business consistent with past practice; (d) merge into or with or consolidate with any other entity or acquire any all or substantially all of the business or assets of any person or other entity; (e) make any change in their organizational documents charter documents, partnership documents, bylaws or equivalent governing instruments; (f) purchase any securities of any corporation, person or entity, except short term debt securities of any Governmental Authority governmental entities and banks, or make any investment in any entitycorporation, partnership, joint venture or other business enterprise; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs Contributed Entities and the SubsidiariesTrailblazer, other than the incurrence of liabilities pursuant to existing agreements in the ordinary course of business consistent with past practices; provided, however, that in no event shall the Contributed Entities incur, assume or guarantee any long-term indebtedness for borrowed money; (h) sell, lease or otherwise dispose of any of their assets other than (i) the sale of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000contracts; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000business; (j) (i) enter into any joint venture, partnership implement or other similar arrangements; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign adopt any material rights change in their tax methods, principles or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entityelections; (k) fail to use commercially reasonable efforts to renew hire any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party; (l) employees, enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreementsagreements or adopt any benefit plan; (l) permit any of its assets to become subjected to any material Lien, covenant, right-of-way or other similar restriction of any nature whatsoever; (m) adopt, amend, modify, terminate, become subject to cancel any material indebtedness (individually or become liable with respect to in the aggregate) or waive any Planclaims or rights of substantial value; (n) make except for intercompany transactions in the ordinary course of business, pay, loan or advance any change in amount to, or sell, transfer or lease any of its present accounting methods and practicesassets to, except as required by GAAP or enter into any agreement or arrangement with, the Contributors or any of their affiliates (other applicable recognized accounting standardsthan the Contributed Entities or Trailblazer); (o) increase the compensation and/or benefits enter into or agree upon any settlement or compromise of any of their employees pending litigation or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulationpending proceedings before any Governmental Authority; (p) authorize except as contemplated in Sections 5.2(d) and 5.2(e) or as may be required to perform the Contributors' obligations under this Agreement, make any capital expenditure (application, filing or series other request for approval from any Governmental Authority with respect to any new rates, services, terms and conditions of related capital expenditures) in excess service or construction of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule;facilities; or (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoing.

Certain Changes. Without Except as contemplated by this Agreement (including the Annexes and Exhibits hereto), without first obtaining the written consent of Regency, which shall not be unreasonably withheld or delayedMCN and Torch, from the date hereof until the Closing DateSecond Closing, HEP each entity in the Tartan Group covenants that it shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not towill not: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their its businesses and operations, or their its financial reporting and accounting methods; (b) other than as contemplated by the Plan, enter into any Contract material contract or agreement or terminate or amend in any material respect, or be in default in any material respect under any Contract material contract or agreement to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries it is a party if the committed value of the Contract is in excess of $100,000party; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their its equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other corporation, person or other entity or acquire any all or substantially all of the business or assets of any corporation, person or other entity; (e) make any change in their organizational its charter documents or equivalent governing instrumentsbylaws; (f) purchase any securities of any corporation, person or entity, except short term debt securities of any Governmental Authority governmental entities and banks, or make any investment in any entitycorporation, partnership, joint venture or other business enterprise; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiariesfor, it other than the incurrence of liabilities pursuant to existing agreements or in the ordinary course of business consistent with past practices; provided, however, that in no event will it incur any obligation or liability for indebtedness for borrowed money maturing more than 12 months from the date of issue; (h) sell, lease or otherwise dispose of any of their its assets other than (i) the sale of their its assets in the ordinary course of business or pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000contracts; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000business; (j) (i) enter into allow or permit the expiration, termination or cancellation at any joint venturetime prior to the Second Closing of any of its material insurance policies, partnership or other similar arrangements; (ii) terminate or amend any Contractunless it is replaced, Permit or other material rightwith no loss of coverage, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entityby a comparable insurance policy; (k) fail to use commercially reasonable efforts to renew implement or adopt any Material Contract change in its tax methods, principles or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a partyelections; (l) enter into make any employment agreement not terminable at will without cost change in its authorized capital or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreementsout- standing securities; (m) adoptissue, amendsell, modifyor deliver, terminateor agree to issue, become subject sell or deliver, any capital stock, bonds or other corporate securities, or grant or agree to grant any options, warrants or become liable with respect to any Planother rights calling for the issue, sale or delivery of its securities; (n) make pay any change obligation or liability other than current liabilities reflected in any the Balance Sheet and current liabilities incurred since the date of its present accounting methods and practicesthe Balance Sheet, except as required by GAAP or other applicable recognized accounting standardsin the ordinary course of business; (o) increase the compensation and/or benefits of cancel or otherwise terminate any of their employees material debts or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulationclaims; (p) authorize enter into any capital expenditure (agreement or series arrangement granting any preferential rights to purchase any of related capital expenditures) in excess its assets, properties or rights, or requiring the consent of $100,000any party to the transfer or assignment of any of such assets, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Scheduleproperties or rights; (q) in respect make or permit any material amendment or termination of Taxes any material contract, agreement or license to which it is a party or by which it or any of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses its assets or the ▇▇▇▇▇▇ Assets, properties are subject which would have a Material Adverse Effect; (ir) make, change directly or rescind indirectly, any material election, (ii) adopt accrual or change any material accounting method (other than changes required by applicable law), (iii) amend any Returnarrangement for, or settled payment of bonuses or compromised special compensation of any claimkind or any severance or termination pay to, noticeany present or former officer or employee, audit report except in the ordinary course of its business; (s) increase the rate of compensation payable by it to any of its employees or assessmentagents or adopt any new, or make any increase in any existing profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for any of such employees or agents except those for which Tartan has and is accruing funds for same not in violation of the Plan; (t) execute any collective bargaining agreement; (u) make any capital expenditures which, in the aggre- gate, exceed $25,000; (v) take any action that would have required consent of the limited partners if both the Agreement of Limited Partnership and the Construction, Operation, and Maintenance Management Agreement had been executed and in effect; or or (rw) commit to do any of the foregoing. Provided, however, the above covenants of Tartan Management shall only apply to the extent the failure of Tartan Management to comply with such covenants could have an effect on the System, the project contemplated hereby, or the other Parties.

Certain Changes. Without first obtaining the written consent of Regency(a) From and after, which shall not be unreasonably withheld or delayed, from the date hereof of this Agreement, and until the Closing Date, HEP covenants that it shall not and shallwithout the prior written consent of the Purchaser, as applicable and except the Seller will not, other than as required by applicable law, cause or permitted pursuant to the ▇▇▇▇▇▇ LLCs and the Subsidiaries not to:terms hereof. (ai) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and operations, or their financial reporting and accounting methodsthe Business; (bii) enter into incur any Contract indebtedness for borrowed money, issue any notes, bonds, debentures, or terminate other securities, or amend in grant any material respect option, warrant, or right to purchase any Contract to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value of the Contract is foregoing, except in excess the usual and ordinary course of $100,000business; (ciii) declaremake any sale, set aside or pay any dividendsassignment, offer, or make other conveyance of any distributionsof the Assets or any part thereof except in the usual and ordinary course of the Business; (iv) subject any of the Assets or any part thereof to any mortgage, in respect of their equity securitiespledge, security interest, encumbrance, or repurchase, redeem lien or otherwise acquire any suffer such securitiesto be imposed, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other entity or acquire any of the business or assets of any person or entity; (e) make any change in their organizational documents or equivalent governing instruments; (f) purchase any securities of any entitysuch security interests, except short term debt securities of any Governmental Authority and banksencumbrances, or make any investment in any entity; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities in the ordinary course of business consistent with past practices; (h) sell, lease or otherwise dispose of any of their assets other than liens as may arise (i) the sale by operation of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, law or (ii) property with an aggregate value of not more than $100,000to secure the Assumed Liabilities; (j) (i) enter into any joint venture, partnership or other similar arrangements; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entity; (k) fail to use commercially reasonable efforts to renew any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party; (l) enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) expenditures except in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) the usual ordinary course of the Disclosure ScheduleBusiness; (qvi) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses guaranty any indebtedness for borrowed money or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, obligations of any other person; or (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (rvii) commit itself to do any of the foregoing. (b) From and after the date of this Agreement and until the Closing Date, the Seller will use its best efforts to: (i) continue to maintain, in all material respects, the Assets in accordance with present practices in a condition suitable for their current use; (ii) file, when due or required, all federal, state, foreign, and other tax returns and reports required to be filed and pay when due all taxes, assessments, fees, and other charges lawfully levied or assessed against it, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; (iii) continue to conduct the Business in the ordinary course; and (iv) keep its books of account, records, and files in the ordinary course and in accordance with existing practices.

Certain Changes. Without first obtaining the prior written consent of Regency, which shall not be unreasonably withheld or delayedthe Purchaser, from the date hereof until the Closing Date, HEP covenants the Selling Stockholders covenant that it shall the Company and the Subsidiaries will not and shall, as applicable and except as required by applicable law, that they will cause the ▇▇▇▇▇▇ LLCs Company and the Subsidiaries not to: (ai) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and operations, or their financial reporting and accounting methods; (bii) other than in the ordinary course of business, enter into any Contract contract or agreement or terminate or amend in any material respect, or be in default in any material respect under any Contract material contract or agreement to which the ▇▇▇▇▇▇ LLCs Company or any of the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000party; (ciii) declare, set aside or pay any dividends, or make any distributionsdistributions of any kind, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (div) merge into or with or consolidate with any other entity corporation or acquire any all or substantially all of the business or assets of any corporation, person or other entity; (ev) make any change in their organizational documents charter documents, bylaws or equivalent governing instruments; (fvi) purchase any securities of any corporation, person or entity, except short term debt securities of any Governmental Authority governmental entities and banks, or make any investment in any entitycorporation, partnership, joint venture or other business enterprise; (gvii) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for for, the ▇▇▇▇▇▇ LLCs and Company or any of the Subsidiaries, Subsidiaries other than the incurrence of liabilities pursuant to existing agreements in the ordinary course of business consistent with past practices; provided, however, that in no event will the Company or the Subsidiaries incur any obligation or liability for funded indebtedness; (hviii) sell, lease or otherwise dispose of any of their assets other than (i) the sale of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000contracts; (iix) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000business; (jx) (i) enter into allow or permit the expiration, termination or cancellation at any joint venture, partnership or other similar arrangements; (ii) terminate or amend time prior to the Closing of any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiariesinsurance policies listed in Schedule 4.17, and (v) make any loansunless it is replaced, advances or capital contributions towith no loss of coverage, or investments in any other person or entityby a comparable insurance policy; (kxi) fail to use commercially reasonable efforts to renew implement or adopt any Material Contract change in their tax methods, principles or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a partyelections; (lxii) enter into grant an Encumbrance (except a Permitted Encumbrance) on any employment agreement not terminable at will without cost of their assets or liability allow any such Encumbrance (except a Permitted Encumbrance) to any ▇▇▇▇▇▇ LLC occur or to any Subsidiary or enter into any collective bargaining or labor agreementsbe created; (mxiii) adoptgrant any subscriptions, amendoptions, modifyconvertible securities, terminatewarrants, become subject calls or rights of any kind (issued, contracted for or granted by, or binding upon, either the Company or the Subsidiaries) to purchase or become liable with respect to otherwise acquire any Plansecurity of or equity interest in the Company or the Subsidiaries; (nxiv) make issue any change in equity securities or any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards;indebtedness convertible into equity securities; or (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (rxv) commit to do any of the foregoing.

Certain Changes. Without first obtaining Notwithstanding anything in Section 4.1 to the --------------- ----------- contrary, without the written consent of RegencyBuyer, which shall Seller has not be unreasonably withheld or delayedfrom March 31, 1997 to the date hereof and will not, from the date hereof until the Closing Date, HEP covenants that it shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not to: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses its business and operations, or their financial reporting and accounting methodswill operate its business in the ordinary course consistent with past practices; (b) enter into any Contract or terminate into, or amend in any material respect respect, any Contract contract or agreement of a type required to which be disclosed pursuant to Section 2.11, ------------ other than in the ▇▇▇▇▇▇ LLCs ordinary course of business, or contract or commit to make capital expenditures for more than five hundred dollars ($500) in the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000aggregate; (c) declareissue, set aside deliver or pay agree to issue or deliver any dividendsstock, or make any distributions, in respect other securities of their equity securitiesSeller, or repurchasegrant or agree to grant any subscriptions, redeem options, warrants, rights or otherwise acquire other agreements or commitments obligating Seller to issue additional shares of its capital stock or any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closingsecurities convertible into its capital stock; (d) borrow any funds or incur, or become subject to, any obligation or liability (absolute or contingent), except obligations and liabilities incurred in the ordinary course of business and in no event more than one thousand dollars ($1,000) in the aggregate, other than trade payables, normal accrued expenses and payroll expenses; (e) declare or make any payment of dividends or distributions of any kind whatsoever to the shareholders of Seller; (f) except in the ordinary course of business and for adequate consideration, sell, transfer or otherwise dispose of, any material assets; (g) enter or agree to enter into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or requiring the consent of any party to the transfer and assignment of any such asset, property or right; (h) make any loan, accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any of its present or former officers, directors or employees; (i) enter into an agreement with a person other than Buyer or any of its affiliates to merge into or with or consolidate with any other entity another corporation or to sell all or substantially all of the assets of Seller, or acquire any a material amount of assets constituting all or substantially all of the business or assets of any person or entityperson; (ej) take any action that might reasonably be expected to impair the business or assets of Seller or fail to take any action that would cause or permit the representations made in Article II hereof to be inaccurate at the time of the Closing; (k) make any change in their organizational documents its articles of incorporation or equivalent governing instruments; (f) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entity; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities in the ordinary course of business consistent with past practices; (h) sell, lease or otherwise dispose of any of their assets other than (i) the sale of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000; (j) (i) enter into any joint venture, partnership or other similar arrangementsbylaws; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entity; (k) fail to use commercially reasonable efforts to renew any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party;or (l) enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject to or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit itself to do any of the foregoing.

Certain Changes. Without first obtaining the written consent of Regency, Buyer (which shall not be unreasonably withheld or delayed), from with respect to the date hereof until IGC-Advanced Superconductor Division, the Closing DateIGC-Advanced Superconductor Division Assets or the Business, HEP covenants that it shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not toSeller will not: (ai) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make waive any material change in the conduct of their businesses and operationsclaims or rights, or their financial reporting and accounting methods; (b) enter into any Contract or terminate or amend in any material respect any Contract to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other entity or acquire any of the business or assets of any person or entity; (e) make any change in their organizational documents or equivalent governing instruments; (f) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entity; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities in the ordinary course of business consistent with past practices; (h) sell, lease transfer, or otherwise dispose of any of their assets its properties or assets, amend or terminate any Designated Contract listed in Section 3.9 of the Disclosure Schedule, submit the IGC-Advanced Superconductor Assets to any Lien (other than (i) the sale of their assets in the ordinary course of business pursuant to existing Contractsa Permitted Lien), and (ii) assets with an aggregate value of not more than $100,000; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000; (j) (i) enter into any joint venture, partnership or other similar arrangements; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entity; (k) fail to use commercially reasonable efforts to renew any Material Contract or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party; (l) enter into any employment agreement not terminable at will without cost or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, amend, modify, terminate, become subject new agreement which would be required to or become liable with respect to any Plan; (n) make any change in any of its present accounting methods and practicesbe disclosed on the Disclosure Schedule, except in the Ordinary Course of Business or as required by GAAP or other applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries described in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) Section 5.8 of the Disclosure Schedule; (qii) except for any contracts, purchase or sale orders, or other commitments relating to (A) remediation or partial remediation of the Locations in accordance with the Remediation Standard Regulations, Sections 22a-133k and 22a-133Q of the Regulations of Connecticut State Agencies (RCSA) to facilitate transfer of the Advance Superconductor Division Assets and the Business in accordance with the Connecticut Hazardous Waste Establishment Transfer Act, Conn. Gen. Stat. ss. 22a-134a et seq. and (B) repair of the bathroom facilities (including addressing the improper exhausting thereof) at the Location, enter into or agree to enter into any contract, or make or agree upon any contract, purchase or sale order, or other commitment requiring a capital expenditure in excess of $50,000 or more in the case of any one contract, order or commitment of $100,000 or more in the aggregate as to all such contracts, orders or commitments; (iii) enter into or agree to enter into any contract, or make or agree upon any contract, purchase or sale order, or other commitment in excess of (x) $100,000, if the IGC-Advanced Superconductor Division is the seller of goods or provider of services, except for sales of goods and services in the Ordinary Course of Business on customary terms and conditions, or (y) $100,000, if the IGC-Advanced Superconductor Division is the purchaser of goods or services, except for contracts and sale orders in respect of Taxes which bids or proposals have been submitted by the IGC-Advanced Superconductor Division prior to the date hereof; (iv) enter into or agree to enter into any lease or similar arrangement having a duration of one year or more which requires payments in excess of $100,000 per month or as described in Section 5.8 of the ▇▇Disclosure Schedule; (v) change, in any material respect, any representations or warranties made with respect to, or marketing methods in connection with, any products; (vi) enter into any customer supply contracts with terms expiring more than 12 months after the Closing Date; (vii) dispose of or license any IGC-Advanced Superconductor Copyright, IGC-Advanced Superconductor Patent, IGC-Advanced Superconductor ▇▇▇▇ LLCs, or any of the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, IGC-Advanced Superconductor Intellectual Property; (iviii) make, change or rescind increase in any material election, (ii) adopt respect the compensation or change fringe benefits of any material accounting method of its officers or management employees (other than changes required by applicable lawincreases in accordance with its customary compensation practices); (ix) agree, (iii) amend any Returnwhether in writing or otherwise, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoing; except for actions required to be taken pursuant to the terms of existing agreements or by law; or (x) initiate any litigation or arbitral process related to the IGC-Advanced Superconductor Division, the IGC-Advanced Superconductor Division Assets or the Business.

Certain Changes. Without first obtaining the written consent of Regency, which shall not be unreasonably withheld or delayedBuyer, from the date hereof until the Closing Date, HEP except as specifically provided in this Agreement, Seller covenants that it shall not and shall, as applicable and except as required by applicable law, will cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries Company not to: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their Company’s businesses and operations, or their its financial reporting and accounting methods; (b) other than in the ordinary course of business, enter into any Contract or into, terminate or amend in any material respect any Contract to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000contract; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their equity securitiesthe Company Interest, or repurchase, redeem or otherwise acquire any such securities, or split, combine or reclassify any Membership Interests or other than cash dividends or cash distributions by securities of the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the ClosingCompany; (d) merge into or with or consolidate the Company with any other entity or acquire any all or substantially all of the business or assets of any person or entityPerson; (e) except as contemplated at Closing, make any change in their organizational the Company’s limited liability company documents or equivalent governing instruments; (f) purchase any securities of any entityPerson, except short term debt securities of any Governmental Authority governmental entities and banks, or make any investment in any entity;venture or other business enterprise (g) increase issue, sell or deliver any equity interests, notes, bonds or other securities of the indebtedness ofCompany, or any option, warrant or right to acquire the same; (h) create, incur, guarantee or assume any Indebtedness, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the SubsidiariesCompany, other than the incurrence of liabilities pursuant to existing Contracts in the ordinary course of business consistent with past practices; (h) sell, lease or otherwise dispose of any of their assets other than (i) the sale of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000business; (j) (i) enter into any joint venture, partnership implement or other similar arrangements; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign adopt any material rights change in its tax methods, principles or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person or entityelections; (k) fail permit any of its assets to use commercially reasonable efforts become subjected to renew any Material Contract material Lien, covenant, right-of-way or Permit to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a partyother similar restriction of any nature whatsoever; (l) enter into waive any employment agreement not terminable at will without cost claims or liability to any ▇▇▇▇▇▇ LLC or to any Subsidiary or enter into any collective bargaining or labor agreementsrights of substantial value; (m) adopt, amend, modify, terminate, become subject to enter into or become liable with respect to agree upon any Plan;settlement or compromise of pending litigation or other pending proceedings before any Governmental Authority (n) make any change in any of liquidate, dissolve, recapitalize or otherwise wind up its present accounting methods and practices, except as required by GAAP or other applicable recognized accounting standards;business; or (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the ▇▇▇▇▇▇ LLCs, the Subsidiaries, the ▇▇▇▇▇▇ Businesses or the ▇▇▇▇▇▇ Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoing.