Common use of Transactions with Shareholders and Affiliates Clause in Contracts

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

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

Transactions with Shareholders and Affiliates. No Restricted Person Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $50,000,000 with any officer, director, employee or Affiliate of a Restricted Person, on terms that are materially less favorable, taken as a whole, to the Restricted Persons, taken as a whole, than those that might be obtained at the time from a Person who is not such a holder Parent or Affiliateany of its Subsidiaries; provided, that the foregoing restriction shall not apply to: to (a) transactions any such transaction that are otherwise permitted under this Agreement; is for fair market value and on fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, (b) any transaction between Parent and its Subsidiaries and Joint Ventures to the Transactions (including extent permitted under the payment of all Transaction Costs)Credit Documents; (c) any transaction among the General Partner and the Restricted Persons; (d) reasonable and customary fees and expenses, indemnification, incentive plans and similar items paid to members of the board of directors (or similar governing body) of the Borrower Parent and its Restricted Subsidiaries; (ed) employment and compensation arrangements for officers and other employees of any Restricted Person Parent and its Subsidiaries entered into in the ordinary course of business (including base salary and incentives); (e) transactions in existence on the Closing Date; (f) transactions contemplated by the Plan, including arrangements with Spinco, Inc. and in connection with the spin-off thereof; (g) transactions in the ordinary course of business in accordance with the Consolidated Cash Management System of Parent and its Subsidiaries; (h) reimbursement of travel, moving and similar expenses in the ordinary course of business; (f) the transactions that are the subject of an MLP Limited Partnership Agreement; (g) transactions between a Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) loans and advances to directors, officers and employees in the transactions that are the subject ordinary course of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended business or replaced from time to timeotherwise permitted hereunder; (j) Contingent Residual Support Agreements (A) guarantees of the Indebtedness and any Intercompany Equity/Debtother obligations not otherwise prohibited under the Credit Documents and (B) other customary guarantees in the ordinary course of business; (k) Restricted Junior Payments permitted under Section 6.4; and (kl) any other transaction approved by the Conflicts Committee Asset Sales of Capital Stock in order to qualify members of the Borrower board of directors (or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal similar governing body) of any Credit Party or investment banking firm any of national standingtheir Subsidiaries if required by applicable law or contract.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Restricted Person shallSubsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess with any holder of $50,000,000 five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of a Restricted PersonCompany or of any such holder, on terms that are materially less favorablefavorable to Company or that Restricted Subsidiary, taken as a whole, to the Restricted Persons, taken as a wholecase may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to: to (a) any transactions that are otherwise permitted under this Agreementamong Subsidiary Guarantors; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the Restricted Persons; (d) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower Company and its Restricted Subsidiaries; (ec) ordinary course compensation and severance arrangements for officers and other employees of Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Person Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the ordinary course Ordinary Course of businessBusiness Activities; (f) the transactions that are the subject of an MLP Limited Partnership Agreement; (gl) transactions between a among the Company and its Restricted Person on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) the transactions that are the subject of the Shared Services Agreement dated August 26, 2005 permitted by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/DebtSection 6.8; and (km) any other transaction approved by ordinary course transactions between an owner trust, its Owner-Trustee and the Conflicts Committee beneficiary of the Borrower owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with respect any Affiliate of Company or of any such holder to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingAdministrative Agent.

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

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

Transactions with Shareholders and Affiliates. No Restricted Person shallCompany shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess with any holder of $50,000,000 5% or more of any class of equity Securities of Company or with any Affiliate of a Restricted PersonCompany or of any such holder, on terms that are materially less favorablefavorable to Company or that Subsidiary, taken as a whole, to the Restricted Persons, taken as a wholecase may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, PROVIDED that the foregoing restriction shall not apply to: to (a) transactions that are otherwise permitted under this Agreement; (b) the Transactions (including the payment of all Transaction Costs); (ci) any transaction among the General Partner between Company and the Restricted Persons; any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (dii) reasonable and customary fees paid to members of the board Boards of directors Directors of Company and its Subsidiaries, (iii) issuances of stock, payments of bonuses and other transactions pursuant to employment or similar governing body) compensation agreements, stock option agreements, indemnification agreements, severance agreements and other arrangements, in each case as in effect as of the Borrower Closing Date, and such substantially similar agreements as may hereafter become effective, in each case with officers or directors who are Affiliates of Company or any of its Subsidiaries, (iv) payment of customary consulting and other fees and expenses to Arranger and its Restricted Subsidiaries; Affiliates in connection with the Recapitalization Transactions, including without limitation under this Agreement or in connection with the Senior Subordinated Notes, (ev) compensation arrangements for officers transactions pursuant to the Distribution Agreement, dated April 23, 1996, and other employees the Technical Collaboration Agreement, dated as of any Restricted Person entered into April 23, 1996, each between Company or one of its Subsidiaries and Yokogawa Electric Corporation, to the extent that such transactions are on terms that are at least as favorable as those that could reasonably be expected to be obtained by Company or the relevant Subsidiary in a comparable transaction by Company or such Subsidiary with an unrelated Person, (vi) lease payments, renewals and extensions under the lease agreement, dated June 29, 1996, between Company and Toyon Investments, a corporation controlled by Xxxxxxx, to the extent that aggregate annual lease payments do not exceed $585,000 per year, plus 128 annual consumer price index adjustments, not to exceed 3% per annum, (vii) the exercise by Xxxxxxx of his option to purchase Company's executive offices at 00000 Xx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx, including all the leasehold improvements and fixed assets therein pursuant to the terms set forth in the ordinary course resolution of business; (f) the transactions that are the subject of an MLP Limited Partnership Agreement; (g) transactions between a Restricted Person Company adopted on the one hand and an MLP and the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other hand; (h) the transactions that are the subject of the Shared Services Agreement dated August 26September 19, 2005 by and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement by and among ETE Services Company, LLC, the Borrower and Regency, as amended by that certain First Amendment dated April 30, 2013 and as further amended or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; 1995 and (kviii) any other transaction approved by the Conflicts Committee of the Borrower or with respect Restricted Junior Payments permitted pursuant to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standingsubsection 7.5.

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

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

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

Transactions with Shareholders and Affiliates. No Restricted Person Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $50,000,000 with any Affiliate of a Restricted PersonHoldings or any of its Subsidiaries, on terms that are materially less favorablefavorable to such Credit Party or that Subsidiary, taken as a whole, to the Restricted Persons, taken as a wholecase may be, than those that might reasonably be obtained at the time from a Person who is not such a holder or an Affiliate; provided, that provided the foregoing restriction shall not apply to: to (a) transactions that are otherwise permitted under this Agreementany transaction between or among Company and/or one or more Guarantor Subsidiaries; (b) the Transactions (including the payment of all Transaction Costs); (c) any transaction among the General Partner and the Restricted Persons; (d) reasonable and customary fees and reimbursements paid to members of the board Board of directors (or similar governing body) Directors of the Borrower Holdings and its Restricted Subsidiaries; (ec) compensation 133 arrangements for officers officers, consultants and other employees of any Restricted Person Holdings and its Subsidiaries entered into in the ordinary course of business; (d) the payment of the closing fee on the Closing Date and, so long as no Event of Default exists, management fees to Sponsors and their Affiliates pursuant to the Management Agreement; (e) Investments permitted by Section 6.7(d), (e), (f), (h), (i) or (j); (f) the transactions that are the subject of an MLP Limited Partnership AgreementRestricted Junior Payments permitted by Sections 6.5(b), (c), (d) and (e); (g) the transactions between set forth on Schedule 6.10 (and renewals and replacements thereof on terms, in each case taken as a Restricted Person on whole, not materially more disadvantageous to the one hand and an MLP and applicable Credit Party or Subsidiary, as the general partner of such MLP and their respective Subsidiaries on the other hand similar to those typically addressed in omnibus agreements between the sponsors of a publicly traded limited partnership on the one hand and the publicly traded partnership on the other handcase may be); (h) the transactions that are the subject payments to Sponsors or any of their respective Affiliates of reasonable expenses incurred in connection with services provided by such Persons to any of the Shared Services Agreement dated August 26, 2005 by Credit Parties or their Subsidiaries; and between ETP and the Borrower, as amended by that certain First Amendment dated May 26, 2010 and that certain Second Amendment dated April 30, 2013 and as further amended or replaced from time to time; (i) the transactions that are the subject of the Services Agreement permitted by and among ETE Services CompanySection 6.1(b), LLC6.1(g), the Borrower and Regency6.9(a), as amended by that certain First Amendment dated April 306.9(b), 2013 and as further amended 6.9(c) or replaced from time to time; (j) Contingent Residual Support Agreements and any Intercompany Equity/Debt; and (k) any other transaction approved by the Conflicts Committee of the Borrower or with respect to which the Borrower has obtained a “fairness” opinion from an independent accounting, appraisal or investment banking firm of national standing6.9(d).

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

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