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:

SECTION # Covenant to Guarantee Secured Obligations and Give Security.

Except with respect to Excluded Property:

Section # Covenant to Guarantee Obligations and Give Security 129127

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:

Security for Secured Obligations. This Agreement and the Collateral secure the full and prompt payment and performance of the Secured Obligations.

Notwithstanding any other provision of this Agreement, for so long as any of the Indentures shall remain in effect and Indebtedness shall be outstanding thereunder, the aggregate amount of the Obligations and the “Obligations” as defined in the First Lien Guarantee and Collateral Agreement secured by # the security interests granted under this Section and under the corresponding section of the First Lien Guarantee and Collateral Agreement and # the Liens created under the Mortgages and the “Mortgages” as defined in the First Lien Guarantee and Collateral Agreement, in each case to the extent the assets subject to such security interests and Liens constitute Indenture Properties, shall not exceed the maximum amount of the Obligations and such other “Obligations” that can be so secured without violation of the Indentures (it being agreed that the obligations excluded by this paragraph from the benefits of such security interests in and Liens on the Indenture Properties will be determined based on the priority of the security interests and Liens securing the applicable obligations as set forth herein, with the obligations secured by the most junior security interests and Liens being the first excluded). If at any time after the date hereof any amount of the Obligations that may be secured by any security interest or Lien on the Indenture Properties without violation of the Indentures shall increase, in either case by reason of # the termination of the Indentures or any provisions therein or the repayment of all Indebtedness outstanding thereunder, # any amendment of or waiver under the Indentures, # any increase in any applicable basket or exception under the Indentures as a result of the financial performance of the Company and the Subsidiaries or otherwise or # any other event or condition, the amount of the outstanding Obligations and “Obligations” as defined in the First Lien Guarantee and Collateral Agreement secured by security interests in and Liens on the Indenture Properties shall be simultaneously and automatically increased to the maximum amount permitted under the Indentures. No amount of Obligations or “Obligations” as defined in the First Lien Guarantee and Collateral Agreement that shall be secured by security interests in and Liens on the Indenture Properties in accordance with the foregoing provisions of this paragraph shall at any time cease to be so guaranteed or secured as a result of # any subsequent amendment of or waiver under any Indenture, # any subsequent change in the amount of any basket or exception under any Indenture (to the extent the secured amount of the Obligations and such other “Obligations” is not required to be reduced under the terms of the Indentures) or # any other event or condition (to the extent the secured amount of the Obligations and such other “Obligations” is not required to be reduced under the terms of the Indentures); provided, that if the outstanding amount of the Obligations and the “Obligations” as defined in the First Lien Guarantee and Collateral Agreement shall be reduced below the amount permitted to be secured by security interests in and Liens on the Indenture Properties and shall later be increased, the newly incurred Obligations and “Obligations” as defined in the First Lien Guarantee and Collateral Agreement will be secured by security interests in and Liens on the Indenture Properties only to the extent permitted under the Indentures and the foregoing provisions of this Section at the time of such

Section # Covenant to Guarantee Obligations 43

“Secured Obligations” means all Obligations, together with all # Banking Services Obligations and # Swap Agreement Obligations owing to one or more Lenders or their respective Affiliates; provided, however, that the definition of “Secured Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.