Covenant to Guarantee Obligations and Give Security. Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary of the Partnership (other than any Excluded Subsidiary), and upon any Excluded Subsidiary of the Partnership ceasing to be an Excluded Subsidiary, the Borrowers shall, at the Borrowers’ expense:

Except with respect to Excluded Property:

Section # Covenant to Guarantee Obligations and Give Security 129127

SECTION # Covenant to Guarantee Secured Obligations and Give Security.

The Loan Parties will cause each of their Material Subsidiaries (other than any CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Material Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for any Loan Party. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request, including without limitation, updated [Schedules 1.01(c)], 5.10, 5.12, 5.20(a) and 5.20(b).

Covenant to Guarantee Obligations. (i) On any date after the Effective Date that any Domestic Subsidiary incurs any Debt of the types described in [clause (g) or (h)])] of the definition of “Debt” in respect of Guaranteed Debt (as defined in the definition of “Debt”) for borrowed money of the Borrower having an outstanding principal amount of more than $100,000,000, or # on any date after the Effective Date following a written request by the Borrower to the Agent stating the Borrower’s intention to add a Guarantor hereunder, then the Borrower shall, at its own expense:

SECTION # Covenant to Guarantee Obligations and Give Security. At the ​’s expense, subject to any applicable limitation in any Collateral Document (including [Section 6.12]), take the following actions:

“Security Documents” means, collectively, the Guarantee and Security Agreement and all other assignments, pledge agreements, security agreements, intercreditor agreements, control agreements and other instruments, in each case, executed and delivered at any time by any of the ​ pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security for any of the Secured Obligations.

Ratification and Affirmation of ​. Each of the ​ hereby expressly # acknowledges the terms of this Amendment, # ratifies and affirms its obligations under the Guarantee, the Security Documents and the other Credit Documents to which it is a party, # acknowledges, renews and extends its continued liability under the Guarantee, the Security Documents and the other Credit Documents to which it is a party and # agrees that its guarantee under the Guarantee, the Security Documents and the other Credit Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby.

Guarantee of Payment; Continuing Guarantee. The guarantee given by ​ in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations, whenever arising.