Common use of Designated Indebtedness Clause in Contracts

Designated Indebtedness. (a) The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Designated Indebtedness in an aggregate principal amount in excess of (x) $1,700,000,000 less (y) the aggregate principal amount of Designated Indebtedness repaid or prepaid in accordance with Section 6.2.11(e)(ii), at any time outstanding; provided that this clause (a) shall no longer apply if (i) no Designated Trigger Event has occurred prior to April 5, 2022 or (ii) a Designated Trigger Event has occurred prior to April 5, 2022 and a Designated Release Event has occurred. (b) In the event that a Priority Trigger Event occurs prior to April 5, 2022, then the Borrower shall cause each Priority Holdco Subsidiary to deliver to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Priority Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Priority Holdco Subsidiary) or such later time as the Administrative Agent may agree in its reasonable discretion, a guaranty in favor of the Administrative Agent for the benefit of the Lenders, in substantially the form attached hereto as Exhibit G or such other form as the Administrative Agent and the Borrower shall reasonably agree; it being understood and agreed that any guaranty given pursuant to this clause (b) shall automatically terminate upon the occurrence of a Priority Release Event. (c) In the event that a Designated Trigger Event occurs prior to April 5, 2022, then the Borrower shall cause each Specified Designated Holdco Subsidiary to deliver to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Designated Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Specified Designated Holdco Subsidiary) or such later time as the Administrative Agent may agree in its reasonable discretion, a subordinated guaranty in favor of the Administrative Agent for the benefit of the Lenders, in substantially the form attached hereto as Exhibit H or such other form as the Administrative Agent and the Borrower shall reasonably agree (but for the avoidance of doubt, the Obligations shall be subordinated only to Indebtedness constituting Designated Indebtedness permitted to be incurred hereunder and not to any other Indebtedness); provided that the Administrative Agent shall have contemporaneously entered into a subordination agreement pursuant to which the obligations of the Specified Designated Holdco Subsidiaries under such subordinated guaranty will be fully subordinated in right of payment to the obligations of the Specified Designated Holdco Subsidiaries under such Designated Indebtedness or any guaranties related thereto, which subordination agreement (i) will be in form and substance reasonably satisfactory to the Administrative Agent and the agent, trustee or other representative for such Designated Indebtedness and (ii) shall, in any case, be substantially similar to any similar subordination agreement executed by any Beneficiary Party in favor of such agent, trustee or other representative for such Designated Indebtedness; provided, further, that any guaranty given pursuant to this clause (c) shall automatically terminate upon the occurrence of a Designated Release Event. (d) Until a Priority Release Event has occurred, the Borrower will not: (i) permit any Priority Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any guaranty obligation, other than any guaranty in favor of one or more of the Beneficiary Parties and the Other Beneficiary Parties in form and substance substantially similar to the guaranty executed and delivered by such Priority Holdco Subsidiary in favor of the Administrative Agent for the benefit of the Lenders pursuant to clause (b) above; provided that each such Other Beneficiary Party shall have entered into a subordination agreement pursuant to which the obligations of such Priority Holdco Subsidiary under such guaranty will be fully subordinated in right of payment to the obligations of such Priority Holdco Subsidiary under any guaranty given in favor of the Administrative Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and substance reasonably satisfactory to the Administrative Agent and such Other Beneficiary Party; (ii) permit, or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien securing Indebtedness on any Priority Assets; or (iii) permit any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Priority Assets or any equity interests in a Subsidiary that owns, directly or indirectly, any Priority Assets, other than (a) to any other entity that is (or will become) a Priority Holdco Subsidiary or (b) any Priority Assets or equity interests in a Subsidiary that owns, directly or indirectly, any Priority Assets with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 plus (y) the fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Priority Assets or other assets owned by another Priority Holdco Subsidiary immediately prior to acquisition) acquired by any Priority Holdco Subsidiary after the Waiver Effective Date; provided that, in the case of this clause (b), such Subsidiary shall receive fair market value and at least 75% cash consideration in connection with such sale, transfer, license, lease, disposition, distribution or other transfer. (e) Until a Designated Release Event has occurred, the Borrower will not: (i) permit any Designated Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any guaranty obligation, other than (a) any Designated Indebtedness or (b) any subordinated guaranty in favor of one or more of the Beneficiary Parties and the Other Beneficiary Parties in form and substance substantially similar to the subordinated guaranty executed and delivered by such Designated Holdco Subsidiary in favor of the Administrative Agent for the benefit of the Lenders pursuant to clause (c) above; provided that each such Other Beneficiary Party shall have entered into a subordination agreement pursuant to which the obligations of such Designated Holdco Subsidiary under such subordinated guaranty will be fully subordinated in right of payment to the obligations of such Designated Holdco Subsidiary under any guaranty given in favor of the Administrative Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and substance reasonably satisfactory to the Administrative Agent and such Other Beneficiary Party; or (ii) permit any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Designated Assets or any equity interests in a Subsidiary that owns, directly or indirectly, any Designated Assets, other than (a) to any other entity that is (or will become) a Designated Holdco Subsidiary or (b) any Designated Assets or equity interests in a Subsidiary that owns, directly or indirectly, any Designated Assets (i) the net proceeds of which are applied to repay or redeem any Designated Indebtedness or (ii) with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 in the aggregate plus (y) the fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Designated Assets or other assets owned by another Designated Holdco Subsidiary immediately prior to acquisition) acquired by any Designated Holdco Subsidiary after the Waiver Effective Date. (f) Notwithstanding the foregoing, this Section 6.2.11 shall not restrict (i) any Subsidiary of the Borrower with respect to any unsecured issuances of commercial paper incurred in the ordinary course of business of the Borrower and its Subsidiaries or (ii) the ability of the Borrower or any of its Subsidiaries to incur, create, assume or otherwise become liable for any Permitted Secured Facility. (g) Section 7.1.3 of the Existing Agreement shall be amended and restated in its entirety as follows:

Designated Indebtedness. (a) The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Designated Indebtedness in an aggregate principal amount in excess of (x) $1,700,000,000 less (y) the aggregate principal amount of Designated Indebtedness repaid or prepaid in accordance with Section 6.2.11(e)(ii6.2.11(e)(ii)6.2.11(e)(ii), at any time outstanding; provided that this clause (a) (a) shall no longer apply if (i) no Designated Trigger Event has occurred prior to April 5, 2022 or (ii) a Designated Trigger Event has occurred prior to April 5, 2022 and a Designated Release Event has occurred. (b) In the event that a Priority Trigger Event occurs prior to April 5, 2022, then the Borrower shall cause causeIt is hereby acknowledged that each Priority Holdco Subsidiary to deliver toas of the Amendment Effective Date has delivered to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Priority Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Priority Holdco Subsidiary) or such later time as the Administrative Agent may agree in its reasonable discretion, a guaranty in favor of the Administrative Agent for the benefit of the Lenders, in substantially the form attached hereto as Exhibit G or such other form as the Administrative Agent and the Borrower shall reasonably agreeagree(the “First Priority Guaranty”); it being understood and agreed that any guaranty anythe First Priority gGuaranty given pursuant to this clause (b) shall automatically terminate upon the occurrence of a Priority Release Event. (c) In the event that a Designated Trigger Event occurs prior to April 5, 2022, then the Borrower shall cause causeIt is hereby acknowledged that each Specified Designated Holdco Subsidiary to deliver toas of the Amendment Effective Date has delivered to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Designated Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Specified Designated Holdco Subsidiary) or such later time as the Administrative Agent may agree in its reasonable discretion, a subordinated guaranty in favor of the Administrative Agent for the benefit of the Lenders, in substantially the form attached hereto as Exhibit H or such other form as (the “Subordinated Guaranty”), and the Administrative Agent and the Borrower shall reasonably agree (but for the avoidance of doubt, the Obligations shall be subordinated only to Indebtedness constituting Designated Indebtedness permitted to be incurred hereunder and not to any other Indebtedness); provided that the Administrative Agent shall have contemporaneously entered into a subordination agreement pursuant to which the obligations of the Specified Designated Holdco Subsidiaries under such subordinated guaranty suchthe sSubordinated gGuaranty will be bewere fully subordinated in right of payment to the obligations of the Specified Designated Holdco Subsidiaries under such Designated Indebtedness or any guaranties related thereto, which subordination agreement (i) will be in form and substance reasonably satisfactory to (and, for the avoidance of doubt, the Administrative Agent and the agent, trustee or other representative for such suchshall promptly enter into substantially similar subordination agreements in respect of any other Designated Indebtedness and (ii) shall, in any case, be substantially similar to any similar subordination agreement executed by any Beneficiary Party in favor of such agent, trustee or other representative for such Designated Indebtedness; provided, further, that any guaranty given pursuant to this clause (c) c)permitted under this Agreement upon the Borrower’s reasonable request); it being understood and agreed that the Subordinated Guaranty shall automatically terminate upon the occurrence of a Designated Release Event. (d) Until a Priority Release Event has occurred, the Borrower will not: (i) permit any Priority Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any guaranty obligation, other than any guaranty in favor of one or more of the Beneficiary Parties and the Other Beneficiary Parties in form and substance substantially similar to the guaranty executed and delivered by such Priority Holdco Subsidiary in favor of the Administrative Agent for the benefit of the Lenders pursuant to clause (b) aboveaboveFirst Priority Guaranty; provided that each such Other Beneficiary Party shall have entered into a subordination agreement pursuant to which the obligations of such Priority Holdco Subsidiary under such guaranty will be fully subordinated in right of payment to the obligations of such Priority Holdco Subsidiary under any guaranty given in favor of the Administrative Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and substance reasonably satisfactory to the Administrative Agent and such Other Beneficiary PartyParty (and, for the avoidance of doubt, the Administrative Agent shall execute such subordination agreements upon the Borrower’s reasonable request); (ii) permit, or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien securing Indebtedness on any Priority Assets; or (iii) permit any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Priority Assets or any equity interests in a Subsidiary that owns, directly or indirectly, any Priority Assets, other than (a) to any other entity that is (or will become) a Priority Holdco Subsidiary or (b) any Priority Assets or equity interests in a Subsidiary that owns, directly or indirectly, any Priority Assets with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 plus (y) the fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Priority Assets or other assets owned by another Priority Holdco Subsidiary immediately prior to acquisition) acquired by any Priority Holdco Subsidiary after the Waiver Effective Date; provided that, in the case of this clause (b), such Subsidiary shall receive fair market value and at least 75% cash consideration in connection with such sale, transfer, license, lease, disposition, distribution or other transfer. (e) Until a Designated Release Event has occurred, the Borrower will not: (i) permit any Designated Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any guaranty obligation, other than (a) any Designated Indebtedness or (b) any subordinated guaranty in favor of one or more of the Beneficiary Parties and the Other Beneficiary Parties in form and substance substantially similar to the subordinated guaranty sSubordinated gGuaranty executed and delivered by such Designated Holdco Subsidiary in favor of the Administrative Agent for the benefit of the Lenders pursuant to clause (c) above; provided that each such Other Beneficiary Party shall have entered into a subordination agreement pursuant to which the obligations of such Designated Holdco Subsidiary under such subordinated guaranty will be fully subordinated in right of payment to the obligations of such Designated Holdco Subsidiary under any guaranty given in favor of the Administrative Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and substance reasonably satisfactory to the Administrative Agent and such Other Beneficiary PartyParty (and, for the avoidance of doubt, the Administrative Agent shall execute such subordination agreements upon the Borrower’s reasonable request); or (ii) permit any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Designated Assets or any equity interests in a Subsidiary that owns, directly or indirectly, any Designated Assets, other than (a) to any other entity that is (or will become) a Designated Holdco Subsidiary or (b) any Designated Assets or equity interests in a Subsidiary that owns, directly or indirectly, any Designated Assets (i) the net proceeds of which are applied to repay or redeem any Designated Indebtedness or (ii) with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 in the aggregate plus (y) the fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Designated Assets or other assets owned by another Designated Holdco Subsidiary immediately prior to acquisition) acquired by any Designated Holdco Subsidiary after the Waiver Effective Date. (f) Notwithstanding the foregoing, this Section 6.2.11 6.2.11 shall not restrict (i) any Subsidiary of the Borrower with respect to any unsecured issuances of commercial paper incurred in the ordinary course of business of the Borrower and its Subsidiaries or (ii) the ability of the Borrower or any of its Subsidiaries to incur, create, assume or otherwise become liable for any Permitted Secured Facility. (g) Section 7.1.3 of the Existing Agreement shall be amended and restated in its entirety as follows:

Designated Indebtedness. (a) The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Designated Indebtedness in an aggregate principal amount in excess of (x) $1,700,000,000 less (y) the aggregate principal amount of Designated Indebtedness repaid or prepaid in accordance with Section 6.2.11(e)(ii), at any time outstanding; provided that this clause (a) shall no longer apply if (i) no Designated Trigger Event has occurred prior to April 5, 2022 or (ii) a Designated Trigger Event has occurred prior to April 5, 2022 and a Designated Release Event has occurred. (b) In the event It is hereby acknowledged that a Priority Trigger Event occurs prior to April 5, 2022, then the Borrower shall cause each Priority Holdco Subsidiary to deliver as of the Amendment Effective Date has delivered to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Priority Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Priority Holdco Subsidiary) or such later time as the Administrative Agent may agree in its reasonable discretion, a guaranty in favor of the Administrative Agent for the benefit of the Lenders, in substantially Lenders (the form attached hereto as Exhibit G or such other form as the Administrative Agent and the Borrower shall reasonably agree"First Priority Guaranty"); it being understood and agreed that any guaranty given pursuant to this clause (b) the First Priority Guaranty shall automatically terminate upon the occurrence of a Priority Release Event. (c) In the event It is hereby acknowledged that a Designated Trigger Event occurs prior to April 5, 2022, then the Borrower shall cause each Specified Designated Holdco Subsidiary to deliver as of the Amendment Effective Date has delivered to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Designated Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Specified Designated Holdco Subsidiary) or such later time as the Administrative Agent may agree in its reasonable discretion, a subordinated guaranty in favor of the Administrative Agent for the benefit of the LendersLenders (the "Subordinated Guaranty"), in substantially the form attached hereto as Exhibit H or such other form as and the Administrative Agent and the Borrower shall reasonably agree (but for the avoidance of doubt, the Obligations shall be subordinated only to Indebtedness constituting Designated Indebtedness permitted to be incurred hereunder and not to any other Indebtedness); provided that the Administrative Agent shall have contemporaneously entered into a subordination agreement pursuant to which the obligations of the Specified Designated Holdco Subsidiaries under such subordinated guaranty will be the Subordinated Guaranty were fully subordinated in right of payment to the obligations of the Specified Designated Holdco Subsidiaries under such Designated Indebtedness or any guaranties related theretothereto (and, which subordination agreement (i) will be in form and substance reasonably satisfactory to for the avoidance of doubt, the Administrative Agent and the agent, trustee or shall promptly enter into substantially similar subordination agreements in respect of any other representative for such Designated Indebtedness permitted under this Agreement upon the Borrower's reasonable request); it being understood and (ii) shall, in any case, be substantially similar to any similar subordination agreement executed by any Beneficiary Party in favor of such agent, trustee or other representative for such Designated Indebtedness; provided, further, agreed that any guaranty given pursuant to this clause (c) the Subordinated Guaranty shall automatically terminate upon the occurrence of a Designated Release Event. (d) Until a Priority Release Event has occurred, the Borrower will not: (i) permit any Priority Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any guaranty obligation, other than any guaranty in favor of one or more of the Beneficiary Parties and the Other Beneficiary Parties in form and substance substantially similar to the guaranty executed and delivered by such First Priority Holdco Subsidiary in favor of the Administrative Agent for the benefit of the Lenders pursuant to clause (b) aboveGuaranty; provided that each such Other Beneficiary Party shall have entered into a subordination agreement pursuant to which the obligations of such Priority Holdco Subsidiary under such guaranty will be fully subordinated in right of payment to the obligations of such Priority Holdco Subsidiary under any guaranty given in favor of the Administrative Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and substance reasonably satisfactory to the Administrative Agent and such Other Beneficiary PartyParty (and, for the avoidance of doubt, the Administrative Agent shall execute such subordination agreements upon the Borrower's reasonable request); (ii) permit, or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien securing Indebtedness on any Priority Assets; or (iii) permit any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Priority Assets or any equity interests in a Subsidiary that owns, directly or indirectly, any Priority Assets, other than (a) to any other entity that is (or will 5154 WEIL:\98779117\5\64945.0060WEIL:\98789202\5\64945.0060 2216363.01-NYCSR03A - MSW become) a Priority Holdco Subsidiary or (b) any Priority Assets or equity interests in a Subsidiary that owns, directly or indirectly, any Priority Assets with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 plus (y) the fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Priority Assets or other assets owned by another Priority Holdco Subsidiary immediately prior to acquisition) acquired by any Priority Holdco Subsidiary after the Waiver Effective Date; provided that, in the case of this clause (b), such Subsidiary shall receive fair market value and at least 75% cash consideration in connection with such sale, transfer, license, lease, disposition, distribution or other transfer. (e) Until a Designated Release Event has occurred, the Borrower will not: (i) permit any Designated Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any guaranty obligation, other than (a) any Designated Indebtedness or (b) any subordinated guaranty in favor of one or more of the Beneficiary Parties and the Other Beneficiary Parties in form and substance substantially similar to the subordinated guaranty executed and delivered by such Designated Holdco Subsidiary in favor of the Administrative Agent for the benefit of the Lenders pursuant to clause (c) aboveSubordinated Guaranty; provided that each such Other Beneficiary Party shall have entered into a subordination agreement pursuant to which the obligations of such Designated Holdco Subsidiary under such subordinated guaranty will be fully subordinated in right of payment to the obligations of such Designated Holdco Subsidiary under any guaranty given in favor of the Administrative Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and substance reasonably satisfactory to the Administrative Agent and such Other Beneficiary PartyParty (and, for the avoidance of doubt, the Administrative Agent shall execute such subordination agreements upon the Borrower's reasonable request); or (ii) permit any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Designated Assets or any equity interests in a Subsidiary that owns, directly or indirectly, any Designated Assets, other than (a) to any other entity that is (or will become) a Designated Holdco Subsidiary or (b) any Designated Assets or equity interests in a Subsidiary that owns, directly or indirectly, any Designated Assets (i) the net proceeds of which are applied to repay or redeem any Designated Indebtedness or (ii) with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 in the aggregate plus (y) the fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Designated Assets or other assets owned by another Designated Holdco Subsidiary immediately prior to acquisition) acquired by any Designated Holdco Subsidiary after the Waiver Effective Date. (f) Notwithstanding the foregoing, this Section 6.2.11 shall not restrict (i) any Subsidiary of the Borrower with respect to any unsecured issuances of commercial paper incurred in the ordinary course of business of the Borrower and its Subsidiaries or (ii) the ability of the Borrower or any of its Subsidiaries to incur, create, assume or otherwise become liable for any Permitted Secured Facility. (g) Section 7.1.3 of the Existing Agreement shall be amended and restated in its entirety as follows:

Designated Indebtedness. (a) The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Designated Indebtedness in an aggregate principal amount in excess of (x) $1,700,000,000 less (y) the aggregate principal amount of Designated Indebtedness repaid or prepaid in accordance with Section 6.2.11(e)(ii), at any time outstanding; provided that this clause (a) shall no longer apply if (i) no Designated Trigger Event has occurred prior to April 5, 2022 or (ii) a Designated Trigger Event has occurred prior to April 5, 2022 and a Designated Release Event has occurred. (b) In the event It is hereby acknowledged that a Priority Trigger Event occurs prior to April 5, 2022, then the Borrower shall cause each Priority Holdco Subsidiary to deliver as of the Second Extension Amendment Effective Date has delivered to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Priority Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Priority Holdco Subsidiary) or such later time as the Administrative Agent may agree in its reasonable discretion, a guaranty in favor of the Administrative Agent for the benefit of the Lenders, in substantially Lenders (the form attached hereto as Exhibit G or such other form as the Administrative Agent and the Borrower shall reasonably agree"First Priority Guaranty"); it being understood and agreed that any guaranty given pursuant to this clause (b) the First Priority Guaranty shall automatically terminate upon the occurrence of a Priority Release Event. (c) In the event It is hereby acknowledged that a Designated Trigger Event occurs prior to April 5, 2022, then the Borrower shall cause each Specified Designated Holdco Subsidiary to deliver as of the Second Extension Amendment Effective Date has delivered to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Designated Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Specified Designated Holdco Subsidiary) or such later time as the Administrative Agent may agree in its reasonable discretion, a subordinated guaranty in favor of the Administrative Agent for the benefit of the LendersLenders (the "Subordinated Guaranty"), in substantially the form attached hereto as Exhibit H or such other form as and the Administrative Agent and the Borrower shall reasonably agree (but for the avoidance of doubt, the Obligations shall be subordinated only to Indebtedness constituting Designated Indebtedness permitted to be incurred hereunder and not to any other Indebtedness); provided that the Administrative Agent shall have contemporaneously entered into a subordination agreement pursuant to which the obligations of the Specified Designated Holdco Subsidiaries under such subordinated guaranty will be the Subordinated Guaranty were fully subordinated in right of payment to the obligations of the Specified Designated Holdco Subsidiaries under such Designated Indebtedness or any guaranties related theretothereto (and, which subordination agreement (i) will be in form and substance reasonably satisfactory to for the avoidance of doubt, the Administrative Agent and the agent, trustee or shall promptly enter into substantially similar subordination agreements in respect of any other representative for such Designated Indebtedness permitted under this Agreement upon the Borrower's reasonable request); it being understood and (ii) shall, in any case, be substantially similar to any similar subordination agreement executed by any Beneficiary Party in favor of such agent, trustee or other representative for such Designated Indebtedness; provided, further, agreed that any guaranty given pursuant to this clause (c) the Subordinated Guaranty shall automatically terminate upon the occurrence of a Designated Release Event. (d) Until a Priority Release Event has occurred, the Borrower will not: (i) permit any Priority Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any guaranty obligation, other than any guaranty in favor of one or more of the Beneficiary Parties and the Other Beneficiary Parties in form and substance substantially similar to the guaranty executed and delivered by such First Priority Holdco Subsidiary in favor of the Administrative Agent for the benefit of the Lenders pursuant to clause (b) aboveGuaranty; provided that each such Other Beneficiary Party shall have entered into a subordination agreement pursuant to which the obligations of such Priority Holdco Subsidiary under such guaranty will be fully subordinated in right of payment to the obligations of such Priority Holdco Subsidiary under any guaranty given in favor of the Administrative Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and substance reasonably satisfactory to the Administrative Agent and such Other Beneficiary PartyParty (and, for the avoidance of doubt, the Administrative Agent shall execute such subordination agreements upon the Borrower's reasonable request); (ii) permit, or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien securing Indebtedness on any Priority Assets; or (iii) permit any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Priority Assets or any equity interests in a Subsidiary that owns, directly or indirectly, any Priority Assets, other than (a) to any other entity that is (or will become) a Priority Holdco Subsidiary or (b) any Priority Assets or equity interests in a Subsidiary that owns, directly or indirectly, any Priority Assets with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 plus (y) the fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Priority Assets or other assets owned by another Priority Holdco Subsidiary immediately prior to acquisition) acquired by any Priority Holdco Subsidiary after the Waiver Effective Date; provided that, in the case of this clause (b), such Subsidiary shall receive fair market value and at least 75% cash consideration in connection with such sale, transfer, license, lease, disposition, distribution or other transfer. (e) Until a Designated Release Event has occurred, the Borrower will not: (i) permit any Designated Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any guaranty obligation, other than (a) any Designated Indebtedness or (b) any subordinated guaranty in favor of one or more of the Beneficiary Parties and the Other Beneficiary Parties in form and substance substantially similar to the subordinated guaranty executed and delivered by such Designated Holdco Subsidiary in favor of the Administrative Agent for the benefit of the Lenders pursuant to clause (c) above; provided that each such Other Beneficiary Party shall have entered into a subordination agreement pursuant to which the obligations of such Designated Holdco Subsidiary under such subordinated guaranty will be fully subordinated in right of payment to the obligations of such Designated Holdco Subsidiary under any guaranty given in favor of the Administrative Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and substance reasonably satisfactory to the Administrative Agent and such Other Beneficiary Party; or (ii) permit any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Designated Assets or any equity interests in a Subsidiary that owns, directly or indirectly, any Designated Assets, other than (a) to any other entity that is (or will become) a Designated Holdco Subsidiary or (b) any Designated Assets or equity interests in a Subsidiary that owns, directly or indirectly, any Designated Assets (i) the net proceeds of which are applied to repay or redeem any Designated Indebtedness or (ii) with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 in the aggregate plus (y) the fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Designated Assets or other assets owned by another Designated Holdco Subsidiary immediately prior to acquisition) acquired by any Designated Holdco Subsidiary after the Waiver Effective Date. (f) Notwithstanding the foregoing, this Section 6.2.11 shall not restrict (i) any Subsidiary of the Borrower with respect to any unsecured issuances of commercial paper incurred in the ordinary course of business of the Borrower and its Subsidiaries or (ii) the ability of the Borrower or any of its Subsidiaries to incur, create, assume or otherwise become liable for any Permitted Secured Facility. (g) Section 7.1.3 of the Existing Agreement shall be amended and restated in its entirety as follows:WEIL:\98779116\4\64945.0060