agree to continue to comply with, and be subject to, all of the terms, provisions, conditions, covenants, agreements and obligations applicable to them set forth in each Loan Document (as amended or otherwise modified by this Amendment and the Forbearance Agreement), which remain in full force and effect;

Section #Forbearance; Forbearance Period.

Subject to the terms and conditions of this BFMA, Lender agrees to forbear from the exercise of its rights and remedies under the Business Financing Agreement that arise solely from the occurrence and/or continuation of any Existing Default until the expiration of the Forbearance Period. THE FORBEARANCE GRANTED HEREIN IS A CONDITIONAL, LIMITED, TEMPORARY FORBEARANCE RELATING SOLELY TO THE EXISTING DEFAULTS AND SHALL BE IN EFFECT ONLY UNTIL THE EXPIRATION OF THE FORBEARANCE PERIOD.

Issuer has requested that the Second Lien Forbearance Agreement be amended to extend the Forbearance Period to up to and including June 5, 2015 on the terms and conditions set forth herein.

Other Terms Unchanged. The Settlement Agreement, as amended by the Prior Amendment and this Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Settlement Agreement after the date of this Amendment is deemed to be a reference to the Settlement Agreement as amended by the Prior Amendment and this Amendment. If there is a conflict between the terms of this Amendment and the Settlement Agreement, the terms of this Amendment shall control. If there is a conflict between the terms of this Amendment and the Prior Amendment, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Lender under the Settlement Agreement, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Settlement Agreement.

The “Forbearance Period” shall commence on the Forbearance Effective Date (as defined below) and shall terminate immediately and automatically upon the earlier to occur of # June 5, 2020, at 11:59 pm New York time (the “Scheduled Forbearance Period End Date”) and # upon prior written notice from the Required [[Forbearing Lenders:Organization]] following the date on which a Forbearance Termination Event (as defined below) has occurred; provided that the Forbearance Period may be extended by confirmation (including via e-mail) from [[Forbearing Lenders:Organization]] constituting the Required [[Forbearing Lenders:Organization]].

The Borrower shall pay a forbearance fee (the “Forbearance Fee”) in cash in the amount equal to one percent (1.00%) of the outstanding principal amount of all Term Loans held by the Forbearing [[Forbearing Lenders:Organization]] immediately prior to the Forbearance Effective Date, which Forbearance Fee shall be payable to the Administrative Agent for the account of the Forbearing [[Forbearing Lenders:Organization]] no later than 1 Business Day following the Forbearance Effective Date (or such later date as may be agreed in writing by the Creditor Advisors in their sole discretion); provided however that such Forbearance Fee shall be credited towards any consent or similar fee required to be paid in cash under the RSA.

By their execution hereof, each party to this Agreement acknowledges that the Forbearance Effective Date is May 31, 2020.

Section #(b) of the Second Lien Forbearance Agreement is hereby amended to insert the following after the last sentence thereof:

Amendment. This Release may be amended only upon a written agreement executed by the Company and me.