| | 2018, with each scheduled installment being an amount equal to 0.0125multipliedby the aggregate principal amount of all Term Loans outstanding on September 30, 2018; (ii) principal installments on the last day of each fiscal quarter, beginning on March 31, 2019 with each such scheduled installment being an amount equal to 0.0125multipliedby the aggregate principal amount advanced to the Borrower under the Term Loans at any time after September 30, 2018 but on or before the Term Loan Draw Expiration Date; and (iii) the unpaid principal amount of all Term loans on the Term Loan Maturity Date (which the Borrower acknowledges will be a balloon payment).” |
3. Release. Except for Lenders’ obligations under the Credit Agreement as amended by this First Amendment and the Loan Documents, the Borrower and the Loan Parties hereby, jointly and severally, release, acquit and forever discharge the Lenders and the Lenders’ subsidiaries, affiliates, officers, directors, shareholders, agents, employees, attorneys and representatives, as well as the respective heirs, personal representatives, successors and assigns of any and all of them (hereafter collectively referred to as the “Released Lender Parties”) from any and all claims, demands, debts, actions, causes of action, suits, contracts, agreements, obligations, accounts, defenses, offsets against indebtedness and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, including without implied limitation, such claims and defenses as fraud, mistake, duress and usury, which the Borrower or any of the Loan Parties ever had, now have or might hereafter have against the Released Lender Parties, jointly or severally, for or by reason of any matter, cause or thing whatsoever occurring on or before the date of this First Amendment, whether or not related in whole or in part, directly or indirectly to any of the Loan Documents. In addition, the Borrower and the Loan Parties hereby, jointly and severally, agree not to commence, join in, prosecute or participate in any suit or other proceeding in a position which is adverse to any of the Released Lender Parties arising directly or indirectly from any of the foregoing matters.
4. No Defenses. Borrower and Loan Parties jointly and severally acknowledge and agree that Borrower and Loan Parties do not have any defense, offset, counterclaim or right of recoupment with respect to (i) payment or performance of Borrower’s Obligations owing to the Lenders; or (ii) any of the Loan Parties’ unconditional obligations to pay the Obligations under the terms of their Loan Guaranty. Borrower and Loan Parties acknowledge and agree that this First Amendment shall not establish a course of dealing or be construed as evidence of any willingness or commitment on the part of Lenders to agree to other or future amendments to the Credit Agreement, as amended by this First Amendment, or to any renewals or modifications of any of the Loan Documents.
5. Loan Parties’ Consent; Ratification. The Loan Parties hereby jointly and severally consent to the modifications made to the Credit Agreement by the terms of this First Amendment. The Loan Parties hereby jointly and severally ratify, confirm, and agree to be bound by all of the terms and conditions contained in the Credit Agreement, as amended by the terms of this First Amendment. The Loan Parties hereby ratify, confirm and agree to be bound by all of their obligations under their Loan Guaranty, the terms of which will all remain in full force and effect, and the Loan Parties agree that their obligations thereunder will not be reduced by virtue of any capital contributions previously made or to be made in the future to the Borrower.
