SECTION 10. Ratification; Release.
The 2019 Term Loan Agreement (as amended by this Amendment) and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each Guarantor hereby reaffirms its obligations under the Loan Documents and this Amendment. Except as expressly provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Secured Party or the Administrative Agent under the 2019 Term Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the 2019 Term Loan Agreement or any of the other Loan Documents. Except as otherwise specified in the last sentence of Section 2 of this Amendment, any breach by any of the Loan Parties of the covenants or requirements in this Amendment shall be an Event of Default under the 2019 Term Loan Agreement if such breach is not cured within five (5) Business Days after the Borrowers receipt of notice from the Administrative Agent or any Lender of such breach.
Each Loan Party, on its own behalf and on behalf of each of its respective predecessors, successors, assigns, and past and present equity holders, other principals, affiliates, managers, employees, officers, directors, attorneys, agents, other representatives, insurers and any other individuals and entities claiming or acting by, through, under or in concert with any of the Loan Parties, hereby fully and forever releases, relinquishes, discharges and acquits each Indemnified Party of and from and against any and all claims, demands, obligations, duties, liabilities, damages (including, without limitation, special, punitive, indirect or consequential damages), expenses, claims of offset, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and remedies therefor, choses in action, rights of indemnity or liability of any kind whatsoever, arising, directly or indirectly, in any manner from and/or out of (i) the Advances and/or the Loan Documents, (ii) the Indemnified Parties acts, statements, conduct, representations and omissions made in connection therewith and (iii) any fact, matter, transaction or event relating thereto, whether known or unknown, suspected or unsuspected, whether now existing or hereafter arising, which may be claimed to exist, whether liquidated or unliquidated; provided, however, that the foregoing release shall not apply to any future breach of any of the obligations, covenants or agreements of any of Indemnified Party that are expressly set forth in the Loan Documents.
SECTION 11. Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the 2019 Term Loan Agreement.
SECTION 12. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier, facsimile or as a .pdf, .jpeg, .TIF, .TIFF attachment to an electronic mail message or similar electronic format shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 13. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
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