Common use of Guaranties of Subsidiaries Clause in Contracts

Guaranties of Subsidiaries. (a) Each Subsidiary, whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date, that Guarantees any other Indebtedness of the Borrower shall execute and deliver to the Administrative Agent a Guaranty. (b) Each Restricted Subsidiary (other than ETP GP and ETP LLC ), whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date shall execute and deliver to the Administrative Agent a Guaranty. (c) Simultaneously with its delivery of such a Guaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty and any other documents which it is required to execute. (d) The Borrower may redesignate any Unrestricted Person to be a Restricted Subsidiary, provided that the Borrower may not make such a designation unless at the time of such action and after giving effect thereto, (i) none of such Unrestricted Persons have outstanding Indebtedness or Guarantees, other than Indebtedness permitted under Section 7.01 or Liens on any of their property, other than Permitted Liens (in each case taking into account the other Indebtedness and Liens of the Restricted Persons), (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP or any of its subsidiaries be designated a Restricted Subsidiary. (e) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (e) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. Each Significant Restricted Person that has outstanding Indebtedness (aother than guarantees hereunder) Each Subsidiary, whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date, that Guarantees any other Indebtedness of the Borrower shall execute and deliver to the Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations (in each case for which such Person is not a Guaranty. (b) Each Restricted Subsidiary (other than ETP GP borrower, account party or similar primary and ETP LLC direct obligor), whether existing on which guaranty shall be reasonably satisfactory to Administrative Agent in form and substance; provided, with respect to any such Person that is not a Wholly Owned Subsidiary of US Borrower, for which consent or approval of third parties is required for the Closing Date or createddelivery of such guaranty, acquired or coming into existence after such Person shall not be required to deliver such guaranty, but shall use its commercially reasonable best efforts, as determined by Administrative Agent, to deliver such guaranty. Notwithstanding any provision contained herein to the Closing Date contrary, in no event shall any Unrestricted Subsidiary be required to execute and deliver any guaranty for, or in respect of, the Obligations, or any part thereof. US Borrower will cause each of its Subsidiaries required to the deliver a guaranty pursuant to this Section 6.9 to deliver to Administrative Agent a Guaranty. (c) Simultaneously Agent, simultaneously with its delivery of such a Guarantyguaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty and any other documents which it is required to execute. (d) The guaranty. US Borrower may redesignate at any Unrestricted Person to time request the release of one or more Guarantors from their guaranty of the Obligations (other than the guaranty by US Borrower of the Canadian Obligations), and each such Guarantor shall be a Restricted Subsidiaryso released upon such request, provided that the Borrower may not make provided, no Default then exists and either (a) such a designation unless at the time of such action and after giving effect thereto, (i) none of such Unrestricted Persons have Guarantor has no outstanding Indebtedness or Guarantees, guaranties of Indebtedness (other than Indebtedness permitted under Section 7.01 guaranties hereunder) or Liens on any of their property, other than Permitted Liens (b) the request is in each case taking into account the other Indebtedness and Liens contemplation of the Restricted Personssale or disposition of such Subsidiary (including all or substantially all of its assets). Each Agent, (ii) no Default or Event as applicable, is authorized to execute and deliver to US Borrower evidence of Default shall existany such release, (iii) all representations as reasonably requested by, and warranties herein will be true and correct in all material respects if remade at the time of such designationexpense of, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP or any of its subsidiaries be designated a Restricted SubsidiaryUS Borrower. (e) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (e) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. Each Significant Restricted Person that has outstanding Indebtedness (aother than guarantees hereunder) Each Subsidiary, whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date, that Guarantees any other Indebtedness of the Borrower shall execute and deliver to the Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations (in each case for which such Person is not a Guaranty. (b) Each Restricted Subsidiary (other than ETP GP borrower, account party or similar primary and ETP LLC direct obligor), whether existing on which guaranty shall be reasonably satisfactory to Administrative Agent in form and substance; provided, with respect to any such Person that is not a Wholly Owned Subsidiary of Borrower, for which consent or approval of third parties is required for the Closing Date or createddelivery of such guaranty, acquired or coming into existence after the Closing Date such Person shall not be required to deliver such guaranty, but shall use its commercially reasonable best efforts, as determined by Administrative Agent, to deliver such guaranty. Notwithstanding any provision contained herein, in no event shall any Unrestricted Subsidiary be required to execute and deliver any guaranty for, or in respect of, the Obligations, or any part thereof. Borrower will cause each of its Subsidiaries required to the deliver a guaranty pursuant to this Section 6.9 to deliver to Administrative Agent a Guaranty. (c) Simultaneously Agent, simultaneously with its delivery of such a Guarantyguaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty and any other documents which it is required to execute. (d) The guaranty. Borrower may redesignate at any Unrestricted Person to time request the release of one or more Guarantors from their guaranty of the Obligations, and each such Guarantor shall be a Restricted Subsidiaryso released upon such request, provided that the Borrower may not make provided, no Default then exists and either (a) such a designation unless at the time of such action and after giving effect thereto, (i) none of such Unrestricted Persons have Guarantor has no outstanding Indebtedness or Guarantees, guaranties of Indebtedness (other than Indebtedness permitted under Section 7.01 guaranties hereunder) or Liens on any of their property, other than Permitted Liens (b) the request is in each case taking into account the other Indebtedness and Liens contemplation of the Restricted Personssale or disposition of such Subsidiary (including all or substantially all of its assets). Administrative Agent is authorized to execute and deliver to Borrower evidence of any such release, (ii) no Default or Event of Default shall existas reasonably requested by, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designationexpense of, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP or any of its subsidiaries be designated a Restricted SubsidiaryBorrower. (e) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (e) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. Each Significant Restricted Person that has outstanding Indebtedness (aother than guarantees hereunder), other than a Significant Restricted Person with assets that are regulated by the California Public Utility Commission (the “CPUC”) Each Subsidiaryor other similar regulatory body and such Significant Restricted Person is restricted by the CPUC or such body from providing any guaranties of Indebtedness, whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date, that Guarantees any other Indebtedness of the Borrower shall execute and deliver to the Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations (in each case for which such Person is not a Guaranty. (b) Each Restricted Subsidiary (other than ETP GP borrower, account party or similar primary and ETP LLC direct obligor), whether existing on which guaranty shall be reasonably satisfactory to Administrative Agent in form and substance; provided, with respect to any such Person that is not a Wholly Owned Subsidiary of Borrower, for which consent or approval of third parties is required for the Closing Date or createddelivery of such guaranty, acquired or coming into existence after such Person shall not be required to deliver such guaranty, but shall use its commercially reasonable best efforts, as determined by Administrative Agent, to deliver such guaranty. Notwithstanding any provision contained herein to the Closing Date contrary, in no event shall any Unrestricted Subsidiary be required to execute and deliver any guaranty for, or in respect of, the Obligations, or any part thereof. Borrower will cause each of its Subsidiaries required to the deliver a guaranty pursuant to this Section 6.9 to deliver to Administrative Agent a Guaranty. (c) Simultaneously Agent, simultaneously with its delivery of such a Guarantyguaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty and any other documents which it is required to execute. (d) The guaranty. Borrower may redesignate at any Unrestricted Person to time request the release of one or more Guarantors from their guaranty of the Obligations, and each such Guarantor shall be a Restricted Subsidiaryso released upon such request, provided that the Borrower may not make such a designation unless at the time of such action and provided, no Default exists immediately prior thereto or immediately after giving effect thereto, and either (ia) none of such Unrestricted Persons have Guarantor has no outstanding Indebtedness or Guarantees, guaranties of Indebtedness (other than Indebtedness permitted under Section 7.01 guaranties hereunder) or Liens on any of their property, other than Permitted Liens (b) the request is in each case taking into account the other Indebtedness and Liens contemplation of the Restricted Personssale or disposition of such Subsidiary (including all or substantially all of its assets). Administrative Agent is authorized to execute and deliver to Borrower evidence of any such release, (ii) no Default or Event of Default shall existas reasonably requested by, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designationexpense of, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP or any of its subsidiaries be designated a Restricted SubsidiaryBorrower. (e) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (e) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. Each Significant Restricted Person that has outstanding Indebtedness (aother than guarantees hereunder) Each Subsidiary, whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date, that Guarantees any other Indebtedness of the Borrower shall execute and deliver to the Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations (in each case for which such Person is not a Guaranty. (b) Each Restricted Subsidiary (other than ETP GP borrower, account party or similar primary and ETP LLC direct obligor), whether existing on which guaranty shall be reasonably satisfactory to Administrative Agent in form and substance; provided, with respect to any such Person that is not a Wholly Owned Subsidiary of US Borrower, for which consent or approval of third parties is required for the Closing Date or createddelivery of such guaranty, acquired or coming into existence after the Closing Date such Person shall not be required to deliver such guaranty, but shall use its commercially reasonable best efforts, as determined by Administrative Agent, to deliver such guaranty. Notwithstanding any provision contained herein, in no event shall any Unrestricted Subsidiary be required to execute and deliver any guaranty for, or in respect of, the Obligations, or any part thereof. US Borrower will cause each of its Subsidiaries required to the deliver a guaranty pursuant to this Section 6.9 to deliver to Administrative Agent a Guaranty. (c) Simultaneously Agent, simultaneously with its delivery of such a Guarantyguaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty and any other documents which it is required to execute. (d) The guaranty. US Borrower may redesignate at any Unrestricted Person to time request the release of one or more Guarantors from their guaranty of the Obligations (other than the guaranty by US Borrower of the Obligations of Canadian Borrower and Canadian Working Capital Borrower), and each such Guarantor shall be a Restricted Subsidiaryso released upon such request, provided that the Borrower may not make provided, no Default then exists and either (a) such a designation unless at the time of such action and after giving effect thereto, (i) none of such Unrestricted Persons have Guarantor has no outstanding Indebtedness or Guarantees, guaranties of Indebtedness (other than Indebtedness permitted under Section 7.01 guaranties hereunder) or Liens on any of their property, other than Permitted Liens (b) the request is in each case taking into account the other Indebtedness and Liens contemplation of the Restricted Personssale or disposition of such Subsidiary (including all or substantially all of its assets). Each Agent, (ii) no Default or Event as applicable, is authorized to execute and deliver to US Borrower evidence of Default shall existany such release, (iii) all representations as reasonably requested by, and warranties herein will be true and correct in all material respects if remade at the time of such designationexpense of, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP or any of its subsidiaries be designated a Restricted SubsidiaryUS Borrower. (e) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (e) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. (aA) Each Subsidiary, whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date, that Guarantees any other Indebtedness of the Borrower The Tenant shall execute and deliver to the Administrative Landlord notice that a Person has become a Subsidiary within 10 days after the day on which such Person became a Subsidiary. The Tenant shall cause any Person which is or becomes a Subsidiary to become a party to, and agree to be bound by the terms of, the Guaranty and the Contribution Agreement pursuant to an instrument in form and substance satisfactory to the Agent executed and delivered to the Agent within 30 days after the day on which such Person became a GuarantySubsidiary. (bB) Each Restricted Subsidiary (other than ETP GP and ETP LLC Together with the instrument referred to in Section 2.1(hh)(A), whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date Tenant shall execute and deliver to the Administrative Agent a GuarantyLandlord an opinion of counsel to such Subsidiary substantially in the form of the opinion delivered pursuant to Section 3.01(c) of the Credit Agreement (to the extent such opinion includes opinions applicable to the Guarantors), modified appropriately to refer to such Subsidiary, and the items specified in Section 3.01(f) of the Credit Agreement (to the extent such items relate to the Guarantors) for such Subsidiary. (cC) Simultaneously with its delivery of such Once any Person becomes a Guaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory and therefore becomes a party to the Administrative Agent and its counsel that Guaranty Agreement in accordance with Section 2.1(hh)(A), such Subsidiary has taken all corporate, limited liability company or partnership action necessary Person thereafter shall remain a party to duly approve and authorize its execution, delivery and performance of such the Guaranty and any other documents which Agreement without regard to whether it is required thereafter ceases to executebe a Subsidiary. (dD) The Borrower may redesignate If (i) the Tenant and/or any Unrestricted Person to be a Restricted SubsidiarySubsidiary sells all of the equity interests owned by the Tenant and its Subsidiaries in any Guarantor, provided that the Borrower may not make such a designation unless at the time of such action (ii) immediately before and after giving effect thereto, (i) none of to such Unrestricted Persons have outstanding Indebtedness or Guarantees, other than Indebtedness permitted under Section 7.01 or Liens on any of their property, other than Permitted Liens (in each case taking into account the other Indebtedness and Liens of the Restricted Persons), (ii) sale no Default or Event of Default shall existhave occurred, and (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time Tenant shall have delivered to the Landlord notice of such designationsale, except to then the extent Landlord shall release such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) Guarantor from the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP or any of its subsidiaries be designated a Restricted SubsidiaryGuaranty. (e) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (e) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. Each Subsidiary of Plains MLP, and any other Person, other than Unrestricted Subsidiaries, in which any Subsidiary of Plains MLP owns any capital stock or other equity interest (aother than interests described in clause (d) Each Subsidiaryof the definition of "Permitted Investments"), whether now existing on the Closing Date or created, acquired or coming into existence after the Closing Datedate hereof shall, that Guarantees any other Indebtedness of the Borrower shall promptly upon request by Administrative Agent, execute and deliver to the Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations and the due and punctual performance of the obligations of US Borrower, Term Borrower, and Canadian Revolver Borrower hereunder (in each case for which such Subsidiary is not a Guaranty. (b) Each Restricted Subsidiary (other than ETP GP borrower, account party or similar primary and ETP LLC direct obligor), whether which guaranty shall be satisfactory to Administrative Agent in form and substance; provided, with respect to any such Subsidiary or other Person that is not a Wholly Owned Subsidiary of Plains MLP, for which consent or approval of third parties is required for the delivery of such guaranty, such Subsidiary or such other Person shall not be required to deliver such guaranty, but shall use its commercially reasonable best efforts, as determined by Administrative Agent, to deliver such guaranty. Notwithstanding any provision contained herein, in no event shall any Unrestricted Subsidiary be required to execute and deliver any guaranty for, or in respect of, the Obligations, or any part thereof. Each Subsidiary of Plains MLP existing on the Closing Date or created, acquired or coming into existence after the Closing Date date hereof shall duly execute and deliver such a guaranty prior to the making of any Loan hereunder (in each case for which such Subsidiary is not a borrower, account party or similar primary and direct obligor). Plains MLP will cause each of its Subsidiaries to deliver to Administrative Agent a Guaranty. (c) Simultaneously Agent, simultaneously with its delivery of such a Guarantyguaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty guaranty and any other documents which it is required to execute. (d) The Borrower may redesignate any Unrestricted Person to be a Restricted Subsidiary, provided that the Borrower may not make such a designation unless at the time of such action and after giving effect thereto, (i) none of such Unrestricted Persons have outstanding Indebtedness or Guarantees, other than Indebtedness permitted under Section 7.01 or Liens on any of their property, other than Permitted Liens (in each case taking into account the other Indebtedness and Liens of the Restricted Persons), (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP or any of its subsidiaries be designated a Restricted Subsidiary. (e) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (e) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. Each Subsidiary of Plains MLP, and any other Person, other than Unrestricted Subsidiaries, in which any Subsidiary of Plains MLP owns any capital stock or other equity interest (aother than interests described in clause (d) Each Subsidiaryof the definition of "Permitted Investments"), whether now existing on the Closing Date or created, acquired or coming into existence after the Closing Datedate hereof shall, that Guarantees any other Indebtedness of the Borrower shall promptly upon request by Administrative Agent, execute and deliver to the Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations and the due and punctual performance of the obligations of Borrower hereunder (in each case for which such Subsidiary is not a Guaranty. (b) Each Restricted Subsidiary (other than ETP GP borrower, account party or similar primary and ETP LLC direct obligor), whether which guaranty shall be satisfactory to Administrative Agent in form and substance; provided, with respect to any such Subsidiary or other Person that is not a Wholly Owned Subsidiary of Plains MLP, for which consent or approval of third parties is required for the delivery of such guaranty, such Subsidiary or such other Person shall not be required to deliver such guaranty, but shall use its commercially reasonable best efforts, as determined by Administrative Agent, to deliver such guaranty. Notwithstanding any provision contained herein, in no event shall any Unrestricted Subsidiary be required to execute and deliver any guaranty for, or in respect of, the Obligations, or any part thereof. Each Subsidiary of Plains MLP existing on the Closing Date or created, acquired or coming into existence after the Closing Date date hereof shall duly execute and deliver such a guaranty prior to the making of any Loan hereunder. Plains MLP will cause each of its Subsidiaries to deliver to Administrative Agent a Guaranty. (c) Simultaneously Agent, simultaneously with its delivery of such a Guarantyguaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty guaranty and any other documents which it is required to execute. (d) The Borrower may redesignate any Unrestricted Person to be a Restricted Subsidiary, provided that the Borrower may not make such a designation unless at the time of such action and after giving effect thereto, (i) none of such Unrestricted Persons have outstanding Indebtedness or Guarantees, other than Indebtedness permitted under Section 7.01 or Liens on any of their property, other than Permitted Liens (in each case taking into account the other Indebtedness and Liens of the Restricted Persons), (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP or any of its subsidiaries be designated a Restricted Subsidiary. (e) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (e) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. Each Significant Restricted Person that has outstanding Indebtedness (aother than guarantees hereunder), other than a Significant Restricted Person with assets that are regulated by the California Public Utility Commission (the “CPUC”) Each Subsidiaryor other similar regulatory body and such Significant Restricted Person is restricted by the CPUC or such body from providing any guaranties of Indebtedness, whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date, that Guarantees any other Indebtedness of the Borrower shall execute and deliver to the Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations (in each case for which such Person is not a Guaranty. (b) Each Restricted Subsidiary (other than ETP GP borrower, account party or similar primary and ETP LLC direct obligor), whether existing on which guaranty shall be reasonably satisfactory to Administrative Agent in form and substance; provided, with respect to any such Person that is not a Wholly Owned Subsidiary of US Borrower, for which consent or approval of third parties is required for the Closing Date or createddelivery of such guaranty, acquired or coming into existence after such Person shall not be required to deliver such guaranty, but shall use its commercially reasonable best efforts, as determined by Administrative Agent, to deliver such guaranty. Notwithstanding any provision contained herein to the Closing Date contrary, in no event shall any Unrestricted Subsidiary be required to execute and deliver any guaranty for, or in respect of, the Obligations, or any part thereof. US Borrower will cause each of its Subsidiaries required to the deliver a guaranty pursuant to this Section 6.9 to deliver to Administrative Agent a Guaranty. (c) Simultaneously Agent, simultaneously with its delivery of such a Guarantyguaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty and any other documents which it is required to execute. (d) The guaranty. US Borrower may redesignate at any Unrestricted Person to time request the release of one or more Guarantors from their guaranty of the Obligations (other than the guaranty by US Borrower of the Canadian Obligations), and each such Guarantor shall be a Restricted Subsidiaryso released upon such request, provided that the Borrower may not make such a designation unless at the time of such action and provided, no Default exists immediately prior thereto or immediately after giving effect thereto, and either (ia) none of such Unrestricted Persons have Guarantor has no outstanding Indebtedness or Guarantees, guaranties of Indebtedness (other than Indebtedness permitted under Section 7.01 guaranties hereunder) or Liens on any of their property, other than Permitted Liens (b) the request is in each case taking into account the other Indebtedness and Liens contemplation of the Restricted Personssale or disposition of such Subsidiary (including all or substantially all of its assets). Each Agent, (ii) no Default or Event as applicable, is authorized to execute and deliver to US Borrower evidence of Default shall existany such release, (iii) all representations as reasonably requested by, and warranties herein will be true and correct in all material respects if remade at the time of such designationexpense of, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP or any of its subsidiaries be designated a Restricted SubsidiaryUS Borrower. (e) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (e) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. (a) Each SubsidiarySubject to Section 6.13(b), whether each Restricted Subsidiary of Pacific Energy Partners (other than Borrower) now existing on the Closing Date or created, acquired or coming into existence after the Closing Datedate hereof shall, that Guarantees any other Indebtedness of the Borrower shall promptly upon request by Administrative Agent, execute and deliver to the Administrative Agent a Guaranty. (b) Each an absolute and unconditional Guaranty of the timely repayment of the Obligations and the due and punctual performance of the obligations of Borrower hereunder. Subject to Section 6.13(b), each Restricted Subsidiary of Pacific Energy Partners existing on the date hereof (other than ETP GP and ETP LLC ), whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date Borrower) shall duly execute and deliver such a Guaranty prior to the making of any Loan hereunder. Pacific Energy Partners and Borrower will cause each of its Restricted Subsidiaries (other than Borrower) to deliver to Administrative Agent a Guaranty. (c) Simultaneously Agent, simultaneously with its delivery of such a Guaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Restricted Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty and any other documents which it is required to execute. (db) The Pacific Pipeline System LLC, Pacific Terminals LLC and each other PUC Restricted Subsidiary shall not be required to provide a Guaranty pursuant to Section 6.13(a) unless regulatory approval shall have been obtained for such Guaranty from the applicable public utility commission having such regulatory authority over such PUC Restricted Subsidiary (in this Section called the applicable "PUC"). Pacific Energy Partners and Borrower may redesignate any Unrestricted Person shall cause the PUC Restricted Subsidiary to be use its best efforts to obtain the approval of the applicable PUC for a Restricted Subsidiary, provided that Guaranty of the Borrower may not make such a designation unless at the time of such action and after giving effect thereto, Obligations (i) none of such Unrestricted Persons have outstanding Indebtedness on or Guarantees, other than Indebtedness permitted under Section 7.01 or Liens on any of their property, other than Permitted Liens (in each case taking into account prior to the other Indebtedness and Liens consummation of the Restricted Persons)EPTC Acquisition, or if the EPTC Acquisition is abandoned or terminated, as promptly as possible after such abandonment or termination, in the case of Pacific Pipeline System LLC, (ii) no Default or Event upon consummation of Default shall existthe EPTC Acquisition, in the case of Pacific Terminals LLC and, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time upon acquisition of such designationPUC Restricted Subsidiary, in the case of another PUC Restricted Subsidiary. Pacific Energy Partners and Borrower shall cause the PUC Restricted Subsidiary to use such best efforts to obtain the approval of the applicable PUC for an absolute and unconditional Guaranty except to the extent that Restricted Persons reasonably determine that a request for a limited Guaranty substantially increases the likelihood of obtaining such representations and warranties specifically refer approval, and, to an earlier datethe extent expressly required by the applicable PUC, in which case they were true and correct in all material respects as the maximum principal amount of such earlier dateGuaranty shall be limited to the maximum amount specified by the applicable PUC approval; provided further that such request for approval shall be for not less than $176,000,000 in the case of Pacific Pipeline System LLC and not less than the purchase price for the assets to be acquired under the EPTC Acquisition Documents in the case of Pacific Terminals LLC. (c) In the event Pacific Energy Partners and Borrower shall be unable to obtain approval of the applicable PUC for any such Guaranty after the exercise of their best efforts, Pacific Energy Partners and Borrower shall use their best efforts to obtain the approval of the applicable PUC for a debt obligation satisfactory to Administrative Agent issued by such PUC Restricted Subsidiary payable to Borrower, and (iv) for the pledge by Borrower has provided of such debt obligation to the Administrative Agent an officer’s certificate in form for the benefit of the Lenders to secure the Obligations. At the time such approval is obtained (if at all), Borrower shall cause such PUC Restricted Subsidiary to incur such debt obligation and shall pledge such debt obligation to Administrative Agent for the benefit of the Lenders, which debt obligation and pledge shall be reasonably satisfactory to the Administrative Agent in form and substance. Borrower will deliver to the effect Administrative Agent, simultaneously with its delivery of such debt obligation and such pledge, written evidence reasonably satisfactory to Administrative Agent and its counsel that each Borrower and such PUC Restricted Subsidiary have taken all corporate, limited liability company or partnership action to approve and authorize its execution, delivery and performance of such debt obligation and pledge. If the debt obligation and pledge contemplated by the preceding two sentences are permitted without the approval of the foregoing conditions have been satisfied. In no event will ETP or any applicable PUC, during such period that the Guaranty is not provided by the applicable PUC Restricted Subsidiary pursuant to this Section 6.13, upon request of its subsidiaries be designated a Majority Lenders, the applicable PUC Restricted SubsidiarySubsidiary shall incur such debt obligation and Borrower shall provide such pledge as contemplated by the preceding two sentences. (ed) The Borrower may designate Neither this Section 6.13 nor any Person who becomes other provision of any Loan Document shall require a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such Guaranty by a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any PUC Restricted Subsidiary, (ii) no Default or Event the incurrence of Default shall existdebt obligation by a PUC Restricted Subsidiary and pledge thereof, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except either case to the extent that such representations and warranties specifically refer to an earlier date, PUC Restricted Subsidiary shall not have obtained the required approval of the applicable PUC after the exercise of its best efforts in which case they were true and correct in all material respects as of such earlier date, accordance with subsection (ivb) the Investment represented by such designation is permitted under clause or (ec) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Personthis Section 6.13. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. (a) Each Subsidiary, whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date, that Guarantees any other Indebtedness of the Borrower shall execute and deliver to the Administrative Agent a Guaranty. (b) Each Restricted Subsidiary (other than ETP GP, ETP LLC, Regency GP and ETP LLC Regency LLC), whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date shall execute and deliver to the Administrative Agent a Guaranty. (c) Simultaneously with its delivery of such a Guaranty, each Subsidiary shall, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty and any other documents which it is required to execute. (d) The Borrower may redesignate any Unrestricted Person to be a Restricted Subsidiary, provided that the Borrower may not make such a designation unless at the time of such action and after giving effect thereto, (i) none of such Unrestricted Persons have outstanding Indebtedness or Guarantees, other than Indebtedness permitted under Section 7.01 or Liens on any of their property, other than Permitted Liens (in each case taking into account the other Indebtedness and Liens of the Restricted Persons), (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP any MLP or any of its their respective subsidiaries be designated a Restricted Subsidiary. (e) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such a designation unless such designation is made not later than 30 days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (e) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (f) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.

Guaranties of Subsidiaries. (a) Each The Borrower shall cause each Subsidiary, whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date, that Guarantees any other Indebtedness of the Borrower shall to execute and deliver to the Administrative Agent a Guaranty. (b) Each Restricted Subsidiary (other than ETP GP and ETP LLC ), whether existing on the Closing Date or created, acquired or coming into existence after the Closing Date shall execute and deliver to the Administrative Agent a Guaranty. (c) Simultaneously with its delivery of such a Guaranty, the Borrower shall cause each Subsidiary shallto, at the reasonable request of the Administrative Agent, provide written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and authorize its execution, delivery and performance of such Guaranty and any other documents which it is required to execute. (dc) The Borrower may redesignate any Unrestricted Person to be a Restricted Subsidiary, provided that the Borrower may shall not make such a designation unless at the time of such action and after giving effect thereto, (i) none of such Unrestricted Persons have outstanding Indebtedness or Guarantees, other than Indebtedness permitted under Section 7.01 7.01, or Liens on any of their property, other than Permitted Liens (in each case taking into account the other Indebtedness and Liens of the Restricted Persons), (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. In no event will ETP either MLP or any of its their respective subsidiaries be designated a Restricted Subsidiary. (ed) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may shall not make such a designation unless such designation is made not later than 30 thirty (30) days after the date such Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i) such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Investment represented by such designation is permitted under clause (ef) of the definition of Permitted Investments and (v) the Borrower has provided to the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary may be redesignated as an Unrestricted Person. (fe) The Borrower shall be deemed to have made a Restricted Payment upon designation of an Unrestricted Person in an amount equal to the fair market value of all Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.