The Borrowers shall have paid to the Agent, in accordance with the Flow of Funds Letter, an amount equal to $1,710,994.46, in respect of the portion of the Term Loan D Payoff Amount in excess of the proceeds of the additional Term Loan A.
As of the Amendment No. 1 Effective Date, after giving effect to the additional Term Loan A to be made on the Amendment No. 1 Effective Date, the Term Loan D and all Obligations related thereto shall have been paid in full.
Once added to the principal balance of such Term Loan D Notes, such Term Loan D PIK Interest shall thereafter accrue interest in accordance with the terms of this Agreement applicable to Term Loan D Loans.
Each Term Loan D Lenders signature to this Amendment evidences such Term Loan D Lenders consent solely to Section 20 and this Section 22, and such Term Loan D Lender has not, and shall not be deemed to have, consented to any other provision hereof (it being understood and agreed by each Term Loan D Lender that no such consent is required as a condition precedent to the effectiveness of this Amendment).
Term Loan B and Term Loan D shall be deemed consolidated into Term Loan Foreign as of the Closing Date in the aggregate sum of $2,515,553.57 and each Lender, severally and not jointly, shall have funded its respective Commitment Percentage of the outstanding principal balance of Term Loan Foreign, whether directly to Borrowers or by obtaining an assignment of a portion of the outstanding Term Loan Foreign (or Term Loan B and/or Term Loan D).