#USA PATRIOT Act.124

10 Negative Covenants28

Guarantors. Each Guarantor hereby consents to this Amendment and reaffirms its Guaranty and the terms and conditions of each Guaranty and each other Loan Document executed by it and acknowledges and agrees that each and every such Guaranty and other Loan Document executed by such Guarantor in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

Release by Tenant and Guarantors. Effective as of the Termination Effective Date, Tenant and each Guarantor hereby release and forever discharge Landlord and its respective successors, assigns, agents, equity holders, directors, officers, employees, parent corporations, subsidiary corporations, affiliated corporations, and affiliates, from any and all claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action, of every nature and description, whether known or unknown, absolute, mature, or not yet due, liquidated or non–liquidated, contingent, non­ contingent, direct, or indirect or otherwise arising prior to each Termination Effective Date; provided, however, that such release and discharge shall not release Landlord for failure to comply with the terms and conditions of this Agreement.

. Any Subsidiary of the Borrower which is required to join this Agreement as a Guarantor pursuant to [Section 8.2.9] [Subsidiaries, Partnerships and Joint Ventures] shall execute and deliver to the Administrative Agent # a Guarantor Joinder in substantially the form attached hereto as [Exhibit 1.1](G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; # documents in the forms described in Section 7.1 [First Loans] modified as appropriate to relate to such Subsidiary; and # documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in all Collateral held by such Subsidiary. Unless required to be delivered sooner pursuant to the provisions hereof, the Loan Parties shall deliver such Guarantor Joinder and related documents to the Administrative Agent within five (5) Business Days after the date of the filing of such Subsidiary’s articles of incorporation or constitution if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation.

Acknowledgment of Guarantors. By execution of this Amendment, each Guarantor hereby covenants and agrees that each of its respective Amended and Restated Guaranty and Suretyship Agreements, dated November 8, 2018, shall remain in full force and effect and shall continue to cover the existing and future Obligations of Borrowers to Agent and Lenders.

Addition of Guarantors. The initial Guarantors hereunder shall be each of the Subsidiaries of the Borrower that are signatories hereto and that are listed on [Schedule 1] attached hereto. From time to time subsequent to the time hereof, additional Subsidiaries of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty Agreement in the form of Exhibit A attached hereto and delivery to the Administrative Agent # documents of the types referred to in [clauses (iii) and (iv) of Section 4.01(a)] of the Loan Agreement, # if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of this Guaranty Agreement) all in form, content and scope reasonably satisfactory to the Administrative Agent, and # to the extent not already provided to the Administrative Agent, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, all as the Administrative Agent may reasonably request. Upon delivery of any such counterpart to Administrative Agent, notice of which is hereby waived by Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof.

Addition of Guarantors. The initial Guarantors hereunder shall be each of the Subsidiaries of the Borrower that are signatories hereto and that are listed on [Schedule 1] attached hereto. From time to time subsequent to the time hereof, additional Subsidiaries of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty Agreement in the form of Exhibit A attached hereto and delivery to the Administrative Agent # documents of the types referred to in [clauses (iii) and (iv) of Section 4.01(a)] of the Credit Agreement, # if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of this Guaranty Agreement) all in form, content and scope reasonably satisfactory to the Administrative Agent, and # to the extent not already provided to the Administrative Agent, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, all as the Administrative Agent may reasonably request. Upon delivery of any such counterpart to Administrative Agent, notice of which is hereby waived by Guarantors, each such Additional Guarantor shall be a Guarantor and

. The Lenders and Issuing Lenders authorize the Administrative Agent to release # any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under [Section 8.2.7] [Dispositions of Assets or Subsidiaries] or [Section 8.2.6] [Liquidations, Mergers, Consolidations, Acquisitions], and # any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under [Section 8.2.7] [Dispositions of Assets or Subsidiaries] or [Section 8.2.6] [Liquidations, Mergers, Consolidations, Acquisitions].

.The Lenders and Issuing Lenders authorize the Administrative Agent, to release # any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under [Section 8.2.7] [Dispositions of Assets or Subsidiaries] or [Section 8.2.6] [Liquidations, Mergers, Consolidations, Acquisitions], and # any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under [Section 8.2.7] [Dispositions of Assets or Subsidiaries] or [Section 8.2.6] [Liquidations, Mergers, Consolidations, Acquisitions].