Common use of Conditions to Effectiveness of Amendment Clause in Contracts

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of December 29, 2018 upon the satisfaction of each of the following conditions precedent (the “Sixth Amendment Effective Date”): (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (g) No Default or Event of Default shall have occurred and be continuing.

Conditions to Effectiveness of Amendment. This Notwithstanding anything to the contrary set forth in this Amendment, the terms and provisions of this Amendment shall not become or be effective as of December 29, 2018 upon until the satisfaction of each date (the "SECOND RESTRUCTURING DATE") on which all of the following conditions precedent (shall be fulfilled or waived in writing by TICC: a. All documentation of the “Sixth transactions contemplated hereby shall be satisfactory to TICC in form and substance in its sole discretion. TICC shall have received such certificates, legal opinions and other closing documents as it shall reasonably request. b. The representations and warranties set forth in Section 19 of this Amendment Effective shall be true on and as of the Second Restructuring Date as though made on and as of the Second Restructuring Date”):, and the Company shall have performed all obligations required to have been performed by it on or prior to the Second Restructuring Date pursuant to this Amendment. (a) Each party hereto c. There shall not be pending or, to the knowledge of the Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting any of the Company or its Subsidiaries which seeks to enjoin or restrain any of the transactions contemplated herein or which the Purchasers believe in good faith is likely to have a Material Adverse Effect. d. All necessary consents, approvals and authorizations of, and declarations, registrations and filings with, Governmental Authorities and nongovernmental Persons required in order to consummate the transactions contemplated herein shall have been obtained or made and shall be in full force and effect. e. The Company shall have executed, issued and delivered to TICC the Amended and Restated Note and stock certificates representing the TICC Series C Shares against TICC's delivery to the Company of the TICC Notes accompanied by appropriate bond powers duly executed by TICC. f. The Company shall have delivered stock certificates representing the SeaView Series D Shares to SeaView against SeaView's delivery to the Company of stock certificates representing the shares of Series B Preferred Stock held by it accompanied by appropriate stock powers duly executed by SeaView. g. TICC, SeaView and the Company shall have executed and delivered this Amendment to Agent; (b) Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Stockholders Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or form set forth in Exhibit E to be delivered hereunder or in connection herewith that have been invoiced this Amendment. h. The Restructuring Date shall occur on or before the date hereof; and (g) No Default or Event of Default shall have occurred and be continuingNovember 6, 2007.

Conditions to Effectiveness of Amendment. This Amendment shall become be effective as of December 29, 2018 upon the First Amendment Effective Date subject only to the satisfaction of each of the following conditions precedent (the “Sixth Amendment Effective Date”):conditions: (a) Each party hereto The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and delivered this Amendment to the Collateral Agent;. (b) Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as As of the date hereof; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth First Amendment Effective Date, including pursuant and giving effect to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the First Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and2019 Equity Issuance; (gi) No Default or no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This The amendments to the Amended Purchase Agreement in this Amendment shall become be effective as of December 29, 2018 upon the Second Amendment Effective Date subject only to the satisfaction of each of the following conditions precedent (the “Sixth Amendment Effective Date”):conditions: (a) Each party hereto The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and delivered this the Collateral Agent, and the Amendment to Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent;. (b) Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as As of the date hereof; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Second Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and, (gi) No no Default or Event of Default shall have occurred and be continuingcontinuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of December 29on the date (the “Amendment No. 3 Effective Date”) when, 2018 upon the satisfaction of and only when, each of the following conditions precedent have been satisfied (or waived by the “Sixth Amendment Effective Date”Administrative Agent and each Lender party hereto): (a) Each party hereto The Administrative Agent shall have received from (i) the Required Lenders, (ii) Holdings and (iii) the Borrower a duly executed and delivered counterpart of this Amendment to Agent;signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment). (b) Agent The representations and warranties of each Loan Party set forth in Section 2 shall have received fully executed copies, be true and correct in form and substance reasonably satisfactory to Agent, of an amendment all material respects (or in all respects to the Term Loan Agreement extent already qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification) on and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof;Amendment No. 3 Effective Date, with the same effect as though made on and as of such date; provided that to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties shall be true and correct in all material respects (or in all respects to the extent already qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification) as of such earlier date. (c) Agent The Borrower shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; paid (di) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to any Lender, the Administrative Agent or any of their respective affiliates as agreed between such Lender or the Administrative Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company Borrower and Agent, and (ii) all other reasonable fees, charges expenses and disbursements of Agent and its Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel required to be paid pursuant to for the Loan Agreement Administrative Agent, incurred in connection with the preparation, negotiation and execution and delivery of this Amendment, in the Amendment and all other instruments or documents provided for herein or delivered or case of clause (ii), to be delivered hereunder or in connection herewith that have been the extent invoiced on or before at least three (3) Business Days prior to the date hereof; and. (gd) No Default or Event of Default The CARES Act Loan Agreement shall have occurred been executed by the Borrower, and be continuingthe Administrative Agent shall have received a copy of the same.

Conditions to Effectiveness of Amendment. This The amendments to the Existing Purchase Agreement in this Amendment shall become be effective as of December 29, 2018 upon the First Amendment Effective Date subject to the satisfaction of each of the following conditions precedent (the “Sixth Amendment Effective Date”):conditions: (a) Each party hereto The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and delivered this Amendment to the Collateral Agent duly executed by the Borrowers, the Purchasers and the Collateral Agent;. (b) Agent All conditions set forth in Section 4.5 shall have received fully executed copiesbeen satisfied or waived, in form and substance reasonably satisfactory any updates to Agent, of an amendment schedules required under Section 4.5(e) are attached as Exhibit B to this First Amendment to Second Amended and Restated SPA (which attachment includes the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof;updated Schedule 1.1(d)). (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, As of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth First Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and, (gi) No no Default or Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the First Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement attached hereto as Exhibit B; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing).

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of December 29, 2018 upon on the satisfaction of first date on which each of the following conditions precedent have been satisfied (the “Sixth Amendment Effective Date”): (a) Each party hereto shall have Receipt by the Holder and the Borrowers of a counterpart signature of the other to this Amendment duly executed and delivered this Amendment to Agentby each of the Holder and the Borrowers; (b) Agent Holder shall have received fully a certificate duly executed copiesby an officer of each Borrower, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the Amendment Effective Date, and duly executed and delivered by an officer of each Borrower, in which certificate each Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of each Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct as of the Amendment Effective Date, or as of any earlier date hereofspecified in such representations and warranties, and (ii) no Default shall have then occurred and be continuing, or would result from the Loan to be advanced on the Amendment Effective Date; (c) Agent Holder shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of Drawdown Notice for the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each GuarantorFirst Incremental Loan; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies no material breach by Borrower of resolutions any provision of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery Merger Agreement has occurred and performance of this Amendment and amendment described in clause (b) aboveis continuing; (e) All proceedings taken in connection with the transactions contemplated by this Amendment representations and all documents, instruments and other legal matters incident thereto warranties contained herein shall be reasonably satisfactory to Agent true and its legal counsel;correct in all material respects on and as the date on which such Loan is made or as of any earlier date specified in such representations and warranties; and (f) Agent shall have received payment the absence of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (g) No Default or any Event of Default shall have occurred and or event which, with the lapse of time, the giving of notice or both, would be continuingan Event of Default hereunder either before or occurring as a result of making the Loan.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective as of December 29, 2018 upon the is subject to satisfaction of each of the following conditions precedent (the date of such satisfaction being the “Sixth Amendment Effective Date”): (ai) Each party hereto shall have executed and delivered this Amendment to Agent; (b) the Administrative Agent shall have received fully duly executed copiescounterparts of this Amendment from (A) the Borrowers, in form Holdings and substance reasonably satisfactory the other Guarantors, (B) Existing Lenders party hereto that constitute the Required Lenders immediately prior to Agent, of an amendment giving effect to this Amendment and (C) the Term Loan Agreement Additional Lender and an amendment to (ii) the fee letter delivered in connection therewith, each dated as of the date hereof; (c) Administrative Agent shall have received a fully duly executed copy, in form and substance reasonably satisfactory copy of that certain First Amendment to Agent, of the Consent and Amendment No. 1 to Intercreditor First Lien Credit Agreement, dated as of the date hereof, between Agent among Borrowers, Holdings and Term Loan Agentthe other Guarantors, together with a fully executed copy of an acknowledgement the lenders party thereto, and consent thereto executed by each Borrower Jefferies Finance LLC, as administrative agent and each Guarantor; (d) Agent shall have receivedcollateral agent thereunder, in form and substance reasonably satisfactory to the Administrative Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause ; (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Administrative Agent shall have received payment a duly completed and executed Borrowing Request (i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) Business Day before the date of the proposed Borrowing, in each case in respect of the First Amendment Incremental Loans in accordance with Section 2.03 of the Amended Second Lien Credit Agreement (which Borrowing Request may be conditioned on the effectiveness of this Amendment); (c) each of the representations and warranties contained in Section 5 of this Amendment shall be true and correct in all fees payable material respects (except that any representation or warranty that is qualified as to Agent “materiality” or “Material Adverse Effect” shall be true and Lenders correct in all respects) on and as of the Sixth Amendment Effective DateDate with the same effect as though made on and as of such date, including pursuant except to the Fee Letter, dated extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall have been true and correct in all respects as of such earlier date); (d) at the date hereof, between Company time of and Agent, immediately after giving effect to this Amendment and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of Credit Extensions occurring on the Amendment Effective Date and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (g) No use of proceeds thereof, no Default or Event of Default shall have occurred and be continuing; (e) the Administrative Agent shall have received (i) a certificate dated as of the Amendment Effective Date and signed by a Responsible Officer of Holdings, confirming compliance with the conditions set forth in Sections 4(c) and 4(d) herein and (ii) a certificate from the chief financial officer (or other officer with reasonably equivalent duties) of Holdings, on behalf of each Credit Party, in form, scope and substance reasonably satisfactory to the Administrative Agent, and demonstrating that after giving effect to the transactions contemplated hereby, the Credit Parties are and will be, on a consolidated basis, solvent; (f) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders, favorable written opinions, in each case (1) in form and substance reasonably satisfactory to the Administrative Agent, (2) dated as of the Amendment Effective Date, (3) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (4) covering such corporate, security interest and related matters relating to this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request and which are customary for transactions of the type contemplated herein; (g) the Administrative Agent shall have received (i) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Credit Party dated as of the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Credit Party and, with respect to the articles or certificate of incorporation or formation (or similar document) certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the jurisdiction of its organization, or with respect to any such Organizational Documents of any Credit Party that have been previously delivered to the Administrative Agent, a certification that such Organizational Documents have not changed since the Closing Date or the date such Credit Party became a Credit Party under the Loan Documents, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of each Credit Party authorizing and approving the transactions contemplated by this Amendment and the other Loan Documents and the execution, delivery and performance of this Amendment and the other Loan Documents to which such Credit Party is a party and, in the case of the Borrowers, the incurrence of Indebtedness pursuant to the First Amendment Incremental Loans, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate and (C) as to the specimen signature and incumbency of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to the specimen signature and incumbency of the officer executing the certificate in this clause (i)); and (ii) to the extent applicable, a certificate as to the good standing (or equivalent certificate in the applicable jurisdiction of organization) of each Credit Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority); all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (h) the Administrative Agent shall have received: (i) for distribution to the Amendment Lead Arranger and the Additional Lender, all fees and expenses agreed to by the Borrowers or Holdings that are due and payable on or before the Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel); (ii) for distribution to each Existing Lender, an amount equal to all accrued and unpaid interest on its Existing Loans up to and including the Amendment Effective Date; (iii) for distribution to each Existing Lender party hereto, an amendment fee equal to 0.25% of the aggregate principal amount of each such Existing Lender’s Existing Loans as of the date hereof; and (iv) for distribution to the Additional Lender, as fee compensation for the funding of the Additional Lender’s First Amendment Incremental Loans, a closing fee in an amount equal to 0.25% of the stated principal amount of the Additional Lender’s First Amendment Incremental Loans, payable to the Additional Lender from the proceeds of its First Amendment Incremental Loans as and when funded on the Amendment Effective Date; such closing fee will be in all respects fully earned, due and payable on the Amendment Effective Date and non-refundable and non-creditable thereafter; and (i) to the extent requested by the Administrative Agent or any Lender, there shall have been delivered to the Administrative Agent or such Lender documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of December 29September 30, 2018 upon 2012 if and only if prior to such date the satisfaction Agent shall have received executed counterparts of each of this Amendment from the Majority Lenders and the following conditions precedent have been satisfied (September 30, 2012, if such conditions are so satisfied herein called the “Sixth Amendment Effective Date”): (a) Each The Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance satisfactory to the Agent and in such number of counterparts as may be requested by the Agent: (i) counterparts of the Amendment Documents executed by the applicable Loan Parties. (ii) a certificate on behalf of each applicable Loan Party certifying that none of the resolutions, incumbency certificates, Organization Documents and/or certificates of Responsible Officers of each Loan Party as the Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party hereto have been amended or are otherwise inaccurate since they were delivered and certifying resolutions authorizing this Amendment. (iii) such other documents or certificates as the Agent shall have executed and delivered this Amendment to Agent;reasonably request. (b) Any fees required to be paid to the Agent or any Lender on or before the Effective Date shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof;been paid. (c) Agent Unless waived by the Agent, the Borrower shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and paid all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with Agent to the preparationextent invoiced prior to or on the Effective Date, execution plus such additional amounts of such fees, charges and delivery disbursements as shall constitute its reasonable estimate of the Amendment such fees, charges and all other instruments or documents provided for herein or delivered disbursements incurred or to be delivered hereunder or in connection herewith incurred by it through the closing proceedings (provided that have been invoiced on or before such estimate shall not thereafter preclude a final settling of accounts between the date hereof; and (g) No Default or Event of Default shall have occurred Borrower and be continuingthe Agent).

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of December 29, 2018 upon on the satisfaction of each of date on which the following conditions precedent have been satisfied or waived (the “Sixth Fourth Amendment Effective Date”): (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) The Administrative Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance counterpart of this Amendment Amendment, executed and amendment described in clause delivered by a duly authorized officer of each of (A) MWVC, (B) the Borrower, (C) Lenders constituting the Required Lenders and (D) the Administrative Agent. (b) above; (e) All proceedings taken in connection with the transactions contemplated by After giving effect to this Amendment and all documentsAmendment, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as each of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company representations and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid warranties made by any Loan Party in or pursuant to the Loan Agreement Documents shall be true and correct in connection with the preparation, execution all material respects (and delivery in all respects if qualified by materiality) on and as of the Fourth Amendment Effective Date as if made on and all other instruments or documents provided for herein or delivered as of the Fourth Amendment Effective Date (or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; andextent such representations and warranties expressly relate to an earlier date, as of such earlier date). (gc) No Default or Event of Default shall have occurred and be continuingcontinuing on the Fourth Amendment Effective Date or after giving effect to the amendments contemplated herein and any extensions of credit requested to be made on the Fourth Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented to the Borrower on or before the Fourth Amendment Effective Date. (f) The Administrative Agent and the other Lenders shall have received, at least 5 days prior to the Fourth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, previously requested of the Borrower by the Administrative Agent.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of December 29, 2018 upon on the satisfaction of each of date on which the following conditions precedent have been satisfied or waived (the “Sixth Third Amendment Effective Date”): (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) The Administrative Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance counterpart of this Amendment Amendment, executed and amendment described in clause delivered by a duly authorized officer of each of (A) MWVC, (B) the Borrower, (C) Lenders constituting the Required Lenders and (D) the Administrative Agent. (b) above; (e) All proceedings taken in connection with the transactions contemplated by After giving effect to this Amendment and all documentsAmendment, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as each of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company representations and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid warranties made by any Loan Party in or pursuant to the Loan Agreement Documents shall be true and correct in connection with the preparation, execution all material respects (and delivery in all respects if qualified by materiality) on and as of the Third Amendment Effective Date as if made on and all other instruments or documents provided for herein or delivered as of the Third Amendment Effective Date (or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; andextent such representations and warranties expressly relate to an earlier date, as of such earlier date). (gc) No Default or Event of Default shall have occurred and be continuingcontinuing on the Third Amendment Effective Date or after giving effect to the amendments contemplated herein and any extensions of credit requested to be made on the Third Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented to the Borrower on or before the Third Amendment Effective Date. (f) The Administrative Agent and the other Lenders shall have received, at least 5 days prior to the Third Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, previously requested of the Borrower by the Administrative Agent.

Conditions to Effectiveness of Amendment. This Notwithstanding anything to the contrary set forth in this Amendment, the terms and provisions of this Amendment shall not become or be effective as until the date (the "RESTRUCTURING DATE") on which all of December 29the following conditions shall be fulfilled or waived in writing by the Purchasers: a. The Purchasers shall have completed their business, 2018 upon financial and legal due diligence of the satisfaction Company and its Subsidiaries in a manner satisfactory to them in all respects, and final approvals of the investment committees of each of the following conditions precedent (the “Sixth Amendment Effective Date”): (a) Each party hereto Purchasers shall have executed and delivered this Amendment been obtained. b. All documentation of the transactions contemplated hereby shall be satisfactory to Agent; (b) Agent shall have received fully executed copies, the Purchasers in form and substance in their sole discretion. The Purchasers shall have received such certificates, legal opinions and other closing documents as they shall reasonably request. c. The representations and warranties set forth in Section 27 of this Amendment shall be true on and as of the Restructuring Date as though made on and as of the Restructuring Date, and the Company shall have performed all obligations required to have been performed by it on or prior to the Restructuring Date pursuant to this Amendment. d. There shall not be pending or, to the knowledge of the Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting any of the Company or its Subsidiaries which seeks to enjoin or restrain any of the transactions contemplated herein or which the Purchasers believe in good faith is likely to have a Material Adverse Effect. e. All necessary consents, approvals and authorizations of, and declarations, registrations and filings with, Governmental Authorities and nongovernmental Persons required in order to consummate the transactions contemplated herein shall have been obtained or made and shall be in full force and effect. f. Lee J. Danna ("DANNA") shall have voluntarily resigned xxxx xxl poxxxxxns as an officer and employee of the Company and its Subsidiaries, including from his positions as President and Chief Executive Officer of the Company and Chairman of the Board, but shall remain a director of the Company and shall have the title of Founding Co-Chairman Emeritus. g. All members of the Board other than Danna and Roth shall have resigned, the number of dixxxxxrs conxxxxuting the entire Board shall have been changed from eight to five, and three persons other than Danna and Roth shall be have been designated as directors by Seaxxxx and shall have been elected and qualified as such. h. The terms, conditions and provisions of all continuing employment and consulting contracts of officers, directors, key employees and consultants of the Company and its Subsidiaries shall be satisfactory to the Purchasers in their sole discretion. i. The Company shall have purchased a policy of directors' and officers' liability insurance from a reputable insurance company reasonably satisfactory to AgentSeaview, providing coverage for the benefit of an amendment Seaview and the directors designated by it to serve on the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) Agent shall have received a fully executed copyBoard, in form such amounts and substance reasonably satisfactory subject to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments such deductibles and other legal matters incident thereto terms and conditions as shall be reasonably satisfactory to Agent Seaview. j. The Company will have executed, issued and its legal counsel; (fdelivered to TICC an Additional Note in the principal amount to be funded to the Company on the Restructuring Date as provided in Section 2.2(e) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective DateNote Purchase Agreement as herein amended, including pursuant against payment by TICC to the Fee Letter, dated as Company of the date hereof, between Company purchase price thereof (net of any legal fees and Agent, and all other fees, charges and disbursements of Agent and its counsel expenses then required to be paid pursuant reimbursed to TICC by the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced Company). k. The Restructuring Date shall occur on or before the date hereof; and (g) No Default or Event of Default shall have occurred and be continuingFebruary 28, 2007.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of December 29, 2018 upon on the satisfaction of each of date on which the following conditions precedent have been satisfied or waived (the “Sixth First Amendment Effective Date”): (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) The Administrative Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance counterpart of this Amendment Amendment, executed and amendment described in clause delivered by a duly authorized officer of each of (A) MWVC, (B) the Borrower, (C) the Lenders and (D) the Administrative Agent. (b) above; (e) All proceedings taken in connection with the transactions contemplated by After giving effect to this Amendment and all documentsAmendment, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as each of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company representations and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid warranties made by any Loan Party in or pursuant to the Loan Agreement Documents shall be true and correct in connection with the preparation, execution all material respects on and delivery as of the First Amendment Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all other instruments material respects as of such earlier date), except that any representation and warranty that is qualified as to “materiality” or documents provided for herein or delivered or to “Material Adverse Effect” shall be delivered hereunder or true and correct in connection herewith that have been invoiced on or before the date hereof; andall respects. (gc) No Default or Event of Default has occurred and is continuing on the First Amendment Effective Date or after giving effect to the amendments contemplated herein and the extensions of credit requested to be made on the First Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have occurred been obtained and be continuingin full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented to the Borrower on or before the First Amendment Effective Date. (f) The Administrative Agent and the other Lenders shall have received, at least 5 days prior to the First Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, previously requested of the Borrower by the Administrative Agent.

Conditions to Effectiveness of Amendment. This Amendment Amendment, including the amendments set forth in Section 2 shall become effective as of December 29, 2018 upon and the satisfaction of provisions set forth in Section 2 shall become operative on the date (the “Amendment No. 2 Effective Date”) on which each of the following conditions precedent (the “Sixth Amendment Effective Date”):are satisfied or waived by each applicable party: (a) Each party hereto The Administrative Agents shall have received executed and delivered signature pages to this Amendment to Agentfrom the Required Lenders, Holdings, the Borrowers and each other Credit Party; (bi) Agent The representations and warranties set forth herein shall have received fully executed copiestrue and correct in all material respects except that any representation and warranty that is qualified or subject to a “material adverse effect”, “material adverse change” or similar term or qualification is true and correct in form all respects) and substance reasonably satisfactory (ii) after giving effect to Agentthis Amendment, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (g) No no Default or Event of Default shall have occurred and be continuing; (c) The Borrowers shall have paid to the US Administrative Agent, for the account of each Lender that consents to this Amendment and provides its signature page hereto on or before December 4, 2015, a consent fee (the “Consent Fee”) in an amount equal 0.05% of each such consenting Lender’s Revolving Credit Commitment (it being understood that the Borrowers shall have no obligation to pay the Consent Fee if the Amendment No. 2 Effective Date does not occur); and (d) The Borrower shall have paid the reasonable and documented out-of-pocket costs and expenses of the Administrative Agents in connection with this Amendment or for which invoices have been presented at least two Business Days prior to the Amendment No. 2 Effective Date (including the reasonable and documented fees, disbursements and other charges of Xxxx Xxxxxxxx LLP as counsel to the US Administrative Agent).

Conditions to Effectiveness of Amendment. This Amendment shall become be effective as of December 29, 2018 upon the Second Amendment Effective Date subject only to the satisfaction of each of the following conditions precedent (the “Sixth Amendment Effective Date”):conditions: (a) Each party hereto The Lenders shall have received this Amendment, duly executed by the Credit Parties and delivered this the Amendment to Agent;Fee Notes, duly executed by the Borrowers, and a true, correct and complete copy of the Sale Agreement, which shall be attached hereto as Exhibit A. (b) Agent The Borrowers shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment pay to the Term Loan Agreement and an Lenders a non-refundable amendment fee equal to the fee letter delivered in connection therewith, each dated as $348,149.65 (which amount is 1.0% of the aggregate Principal Amount of the Notes, excluding the Bridge Notes) (the “Amendment Fee”), which shall be evidenced by the Amendment Fee Notes. The Amendment Fee shall be fully earned on the date hereof;hereof and non-refundable. (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, As of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Second Amendment Effective Date, including pursuant and after giving effect to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Second Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; andtransactions contemplated hereby, (gi) No Default or no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE 4 of the Purchase Agreement and in the other Transaction Agreements shall be true and correct in all material respects (without duplication of qualifiers therein as to materiality or Material Adverse Effect) as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Restated Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Lenders in the form of updated Schedules to the Purchase Agreement; and (iii) the Credit Parties shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Lender has waived in writing), and, to the extent that any Schedules hereto are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated Schedules.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of December 29, 2018 upon on the satisfaction of each of date on which the following conditions precedent have been satisfied or waived (the “Sixth Second Amendment Effective Date”): (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) The Administrative Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance counterpart of this Amendment Amendment, executed and amendment described in clause delivered by a duly authorized officer of each of (A) MWVC, (B) the Borrower, (C) Lenders constituting the Required Lenders and (D) the Administrative Agent. (b) above; (e) All proceedings taken in connection with the transactions contemplated by After giving effect to this Amendment and all documentsAmendment, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as each of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company representations and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid warranties made by any Loan Party in or pursuant to the Loan Agreement Documents shall be true and correct in connection with the preparation, execution all material respects on and delivery as of the Second Amendment Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all other instruments material respects as of such earlier date), except that any representation and warranty that is qualified as to “materiality” or documents provided for herein or delivered or to “Material Adverse Effect” shall be delivered hereunder or true and correct in connection herewith that have been invoiced on or before the date hereof; andall respects. (gc) No Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date or after giving effect to the amendments contemplated herein and the extensions of credit requested to be made on the Second Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have occurred been obtained and be continuingin full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented to the Borrower on or before the Second Amendment Effective Date. (f) The Administrative Agent and the other Lenders shall have received, at least 5 days prior to the Second Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, previously requested of the Borrower by the Administrative Agent.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as The effectiveness of December 29, 2018 upon the amendments set forth in Section 2 above is subject to satisfaction of (or waiver by each Consenting Lender and Consenting Issuing Bank party hereto) of the following conditions precedent (the date of such satisfaction or waiver being the “Sixth Amendment No. 2 Effective Date”): (a) Each party hereto The Agent shall have received counterparts of this Agreement executed by a Responsible Officer of each Loan Party and delivered this Amendment to a duly authorized officer of the Agent;, each Consenting Lender and each Consenting Issuing Bank. (b) Agent The Lead Borrower shall have received fully executed copiespaid all reasonable and documented out-of-pocket fees and expenses of the Agent and the Consenting Lenders (including, in form without limitation, such legal fees and substance reasonably satisfactory to Agent, expenses of an amendment Xxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxx Xxxx Xxxxxxxxx Canada LLP as counsel to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (cAgent) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement incurred in connection with the preparation, execution and delivery of the this Amendment and all the other instruments or and documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; andhereunder. (gc) Each of the representations and warranties of the Loan Parties contained in Section 3 of this Amendment are true and correct in all material respects as of the Amendment No. 2 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects. (d) No Default or Event of Default has occurred and is continuing on the Amendment No. 2 Effective Date (immediately prior to giving effect to this Amendment) or would result immediately after giving effect to this Amendment. (e) The Agent shall have occurred received a certificate of the Lead Borrower, dated the Amendment No. 2 Effective Date, executed by a Responsible Officer of the Lead Borrower certifying compliance with the requirements set forth in clauses (c) and be continuing(d) of this Section 4. (f) The Lead Borrower shall have paid to the Agent, for the ratable account of each Consenting Lender, a consent fee equal to 0.15% of the aggregate principal amount of Revolving Credit Commitments held by such Consenting Lender immediately prior to giving effect to this Amendment.

Conditions to Effectiveness of Amendment. This The obligations of the Lenders herein and the effectiveness of the other provisions of this Amendment shall become effective as of December 29, 2018 upon be subject to the satisfaction of each fulfillment of the following conditions precedent (in a manner satisfactory to the “Sixth Amendment Effective Date”):Agent: (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) The Agent shall have received fully executed copies, all the following (each of the following documents in form and substance reasonably satisfactory to the Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as ): (i) A copy of the date hereof; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, resolutions of the Consent and Amendment No. 1 to Intercreditor AgreementBoard of Directors of the Borrower, dated as of on the date hereof, between Agent and Term Loan Agent, together with a fully executed copy certified by the Secretary of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions Assistant Secretary of the board of directors (or other equivalent governing body or member) of Company Borrower, authorizing the execution, delivery and performance by the Borrower of this Amendment and amendment described any other document to be delivered pursuant hereto (collectively, the "AMENDMENT DOCUMENTS"); (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated on the date hereof, as to the incumbency and signature of the officers of the Borrower authorized to sign the Amendment Documents, together with evidence of the incumbency of such Secretary or Assistant Secretary; (iii) All consents, approvals, waivers, authorizations and orders of any courts or governmental authorities (including, without limitation, federal and state banking authorities) or third parties required in clause connection with the execution, delivery and performance by the Borrower of the Amendment Documents and the performance of the transactions contemplated hereby; and (iv) All other documents the Agent may reasonably request with respect to any matter relevant to the Amendment Documents or the transactions contemplated hereby; (b) above;The representations and warranties contained in the Credit Agreement, as amended hereby, shall be true and correct in all material respects on and as of the date hereof and on and as of the date of actual execution and delivery hereof by the Borrower; and (ec) All corporate and legal proceedings taken and all documents required to be completed and executed by the provisions of, and all instruments to be executed in connection with the transactions contemplated by this the Amendment Documents and all documents, instruments and other legal matters incident thereto any related agreements shall be reasonably satisfactory in form and substance to Agent the Agent, and its legal counsel; (f) the Agent shall have received payment all information and copies of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Datedocuments, including pursuant to records of corporate proceedings, required by the Fee Letter, dated as of the date hereof, between Company Amendment Documents and Agent, and all other fees, charges and disbursements of Agent and its counsel required any related agreements to be paid pursuant to executed or which the Loan Agreement Agent may reasonably have requested in connection with the preparationtherewith, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or such documents, where appropriate, to be delivered hereunder certified by proper corporate or in connection herewith that have been invoiced on or before the date hereof; and (g) No Default or Event of Default shall have occurred and be continuinggovernmental authorities.

Conditions to Effectiveness of Amendment. This Notwithstanding anything to the contrary set forth in this Amendment, the terms and provisions of this Amendment shall not become or be effective as until the date (the "RESTRUCTURING DATE") on which all of December 29the following conditions shall be fulfilled or waived in writing by the Purchasers: a. The Purchasers shall have completed their business, 2018 upon financial and legal due diligence of the satisfaction Company and its Subsidiaries in a manner satisfactory to them in all respects, and final approvals of the investment committees of each of the following conditions precedent (the “Sixth Amendment Effective Date”): (a) Each party hereto Purchasers shall have executed and delivered this Amendment been obtained. b. All documentation of the transactions contemplated hereby shall be satisfactory to Agent; (b) Agent shall have received fully executed copies, the Purchasers in form and substance in their sole discretion. The Purchasers shall have received such certificates, legal opinions and other closing documents as they shall reasonably request. c. The representations and warranties set forth in Section 27 of this Amendment shall be true on and as of the Restructuring Date as though made on and as of the Restructuring Date, and the Company shall have performed all obligations required to have been performed by it on or prior to the Restructuring Date pursuant to this Amendment. d. There shall not be pending or, to the knowledge of the Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting any of the Company or its Subsidiaries which seeks to enjoin or restrain any of the transactions contemplated herein or which the Purchasers believe in good faith is likely to have a Material Adverse Effect. e. All necessary consents, approvals and authorizations of, and declarations, registrations and filings with, Governmental Authorities and nongovernmental Persons required in order to consummate the transactions contemplated herein shall have been obtained or made and shall be in full force and effect. f. Lee J. Danna ("DANNA") shall have voluntarily resigned xxxx xxx pxxxxxons as an officer and employee of the Company and its Subsidiaries, including from his positions as President and Chief Executive Officer of the Company and Chairman of the Board, but shall remain a director of the Company and shall have the title of Founding Co-Chairman Emeritus. g. All members of the Board other than Danna and Roth shall have resigned, the number of dirxxxxxs conxxxxuting the entire Board shall have been changed from eight to five, and three persons other than Danna and Roth shall be have been designated as directors by Seavxxx and shall have been elected and qualified as such. h. The terms, conditions and provisions of all continuing employment and consulting contracts of officers, directors, key employees and consultants of the Company and its Subsidiaries shall be satisfactory to the Purchasers in their sole discretion. i. The Company shall have purchased a policy of directors' and officers' liability insurance from a reputable insurance company reasonably satisfactory to AgentSeaview, providing coverage for the benefit of an amendment Seaview and the directors designated by it to serve on the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) Agent shall have received a fully executed copyBoard, in form such amounts and substance reasonably satisfactory subject to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments such deductibles and other legal matters incident thereto terms and conditions as shall be reasonably satisfactory to Agent Seaview. j. The Company will have executed, issued and its legal counsel; (fdelivered to TICC an Additional Note in the principal amount to be funded to the Company on the Restructuring Date as provided in Section 2.2(e) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective DateNote Purchase Agreement as herein amended, including pursuant against payment by TICC to the Fee Letter, dated as Company of the date hereof, between Company purchase price thereof (net of any legal fees and Agent, and all other fees, charges and disbursements of Agent and its counsel expenses then required to be paid pursuant reimbursed to TICC by the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced Company). k. The Restructuring Date shall occur on or before the date hereof; and (g) No Default or Event of Default shall have occurred and be continuingFebruary 28, 2007.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as upon satisfaction (or waiver in accordance with Section 13.13 of December 29, 2018 upon the satisfaction Credit Agreement) of each of the following conditions precedent (the date of satisfaction of all of the following conditions precedent, the “Sixth Amendment No. 1 Effective Date”): (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) i. the Administrative Agent shall have received fully counterpart signature pages of this Amendment duly executed copiesby each of the following: (i) the Borrower, (ii) Lenders and (iii) the Administrative Agent. ii. the Borrower shall have paid (i) all expenses (including, without limitation, all fees and expenses of counsel) of the Administrative Agent and Bank of America, N.A., in form each case incurred in connection with this Amendment that are required to be paid pursuant to the terms of the Credit Agreement and substance reasonably satisfactory the Amendment, as applicable for which an invoice has been submitted to Agentthe Borrower and (ii) all fees set forth in that certain fee letter dated as of October 24, 2019; iii. each of the representations and warranties set forth herein and in the Amended Credit Agreement shall be true and correct in all material respects as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects; iv. no Default or Event of Default shall have occurred and be continuing or would occur as a result of the execution and delivery hereof by the Borrower; v. the Administrative Agent shall have received a copy of the certificate of an amendment appropriate officer of the Borrower, certifying to the Term Loan Agreement Administrative Agent on behalf of the Borrower that each of the conditions set forth in clauses (c) and an amendment to the fee letter delivered in connection therewith, each dated (d) above have been satisfied as of the date hereof; (c) vi. the Administrative Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, copies of the Consent Borrower’s articles of incorporation and Amendment No. 1 to Intercreditor Agreementbylaws (or comparable organizational documents) and any amendments thereto, dated as of the date hereof, between Agent and Term Loan Agent, together with certified in each instance by its Secretary or Assistant Secretary (or individual holding a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantorcomparable position); (d) vii. the Administrative Agent shall have received, in form and substance reasonably satisfactory to Agent, received copies of resolutions (or equivalent authorizations) of the board Borrower’s Board of directors Directors (or other equivalent similar governing body or memberbody) of Company authorizing the execution, delivery and performance of this Amendment and amendment described the other Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in clause (b) aboveeach instance by its Secretary or Assistant Secretary or other appropriate officer; (e) All proceedings taken in connection with viii. the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Administrative Agent shall have received payment of all fees payable to Agent and Lenders as copies of the Sixth certificates of good standing (or equivalent instrument) for the Borrower (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state (or equivalent) of the jurisdiction of its incorporation or organization; and ix. To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered, at least three (3) Business Days prior to the Amendment No. 1 Effective Date, including pursuant to each Lender that so requests at least ten (10) Business Days prior to the Fee LetterAmendment No. 1 Effective Date, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant a Beneficial Ownership Certification in relation to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (g) No Default or Event of Default shall have occurred and be continuingBorrower.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective as of December 29, 2018 upon the is subject to satisfaction of each of the following conditions precedent (the date of such satisfaction being the “Sixth Amendment Effective Date”): (ai) Each party hereto shall have executed and delivered this Amendment to Agent; (b) the Administrative Agent shall have received fully duly executed copiescounterparts of this Amendment from (A) the Borrowers, in form Holdings and substance reasonably satisfactory to Agentthe other Guarantors, of an amendment to (B) each Exchanging Term Lender, (C) each Revolving Lender and (D) each Additional Term Lender, (ii) the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) Administrative Agent shall have received a fully duly executed copy, in form and substance reasonably satisfactory copy of that certain First Amendment to Agent, of the Consent and Amendment No. 1 to Intercreditor Second Lien Credit Agreement, dated as of the date hereof, between Agent among Borrowers, Holdings and Term Loan Agentthe other Guarantors, together with a fully executed copy of an acknowledgement the lenders party thereto, and consent thereto executed by each Borrower Jefferies Finance LLC, as administrative agent and each Guarantor; (d) Agent shall have receivedcollateral agent thereunder, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors Administrative Agent and (or other equivalent governing body or memberiii) of Company authorizing the execution, delivery and performance of Exchanging Term Lenders party hereto shall constitute the Required Lenders immediately prior to giving effect to this Amendment and amendment described in clause Amendment; (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Administrative Agent shall have received payment a duly completed and executed Borrowing Request (i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) Business Day before the date of the proposed Borrowing, in each case in respect of the Term B-1 Loans in accordance with Section 2.03 of the Amended First Lien Credit Agreement (which Borrowing Request may be conditioned on the effectiveness of this Amendment); (c) each of the representations and warranties contained in Section 5 of this Amendment shall be true and correct in all fees payable material respects (except that any representation or warranty that is qualified as to Agent “materiality” or “Material Adverse Effect” shall be true and Lenders correct in all respects) on and as of the Sixth Amendment Effective DateDate with the same effect as though made on and as of such date, including pursuant except to the Fee Letter, dated extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall have been true and correct in all respects as of such earlier date); (d) at the date hereof, between Company time of and Agent, immediately after giving effect to this Amendment and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of Credit Extensions occurring on the Amendment Effective Date and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (g) No use of proceeds thereof, no Default or Event of Default shall have occurred and be continuing; (e) the Administrative Agent shall have received (i) a certificate dated as of the Amendment Effective Date and signed by a Responsible Officer of Holdings, confirming compliance with the conditions set forth in Sections 4(c) and 4(d) herein and (ii) a certificate from the chief financial officer (or other officer with reasonably equivalent duties) of Holdings, on behalf of each Credit Party, in form, scope and substance reasonably satisfactory to the Administrative Agent, and demonstrating that after giving effect to the transactions contemplated hereby, the Credit Parties are and will be, on a consolidated basis, solvent; (f) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Issuing Bank and the Lenders (including the Swing Line Lender), favorable written opinions, in each case (1) in form and substance reasonably satisfactory to the Administrative Agent, (2) dated as of the Amendment Effective Date, (3) addressed to the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders (including the Swing Line Lender) and (4) covering such corporate, security interest and related matters relating to this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request and which are customary for transactions of the type contemplated herein; (g) the Administrative Agent shall have received (i) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Credit Party dated as of the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Credit Party and, with respect to the articles or certificate of incorporation or formation (or similar document) certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the jurisdiction of its organization, or with respect to any such Organizational Documents of any Credit Party that have been previously delivered to the Administrative Agent, a certification that such Organizational Documents have not changed since the Closing Date or the date such Credit Party became a Credit Party under the Loan Documents, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of each Credit Party authorizing and approving the transactions contemplated by this Amendment and the other Loan Documents and the execution, delivery and performance of this Amendment and the other Loan Documents to which such Credit Party is a party and, in the case of the Borrowers, the incurrence of Indebtedness pursuant to the Term B-1 Loans, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate and (C) as to the specimen signature and incumbency of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to the specimen signature and incumbency of the officer executing the certificate in this clause (i)); and (ii) to the extent applicable, a certificate as to the good standing (or equivalent certificate in the applicable jurisdiction of organization) of each Credit Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority); all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (h) the Administrative Agent shall have received: (i) for distribution to the Amendment Lead Arranger and the Additional Term Lender, all fees and expenses agreed to by the Borrowers or Holdings that are due and payable on or before the Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel); (ii) for distribution to each Lender that holds Refinanced Term Loans immediately prior to giving effect to this Amendment, for the repayment in full of all such Refinanced Term Loans, an amount equal to the sum of (x) the principal of and unpaid interest accrued to the Amendment Effective Date on the outstanding Refinanced Term Loans of such Lender and (y) all fees and other amounts owing to or accrued for the account of each such Lender that is a Non-Consenting Lender under the First Lien Credit Agreement (including any amounts under Sections 2.12 and 2.13 of the First Lien Credit Agreement) in respect of such Refinanced Term Loans; (iii) for distribution to each Exchanging Term Lender, an amount equal to all accrued and unpaid interest on its Existing Term Loans that are being exchanged in accordance with Section 3(a) hereof up to and including the Amendment Effective Date; (iv) for distribution to each Exchanging Term Lender and each Revolving Lender party hereto, an amendment fee equal to 0.125% of the sum of the aggregate principal amount of each such Lender’s aggregate outstanding Existing Term Loans and Revolving Commitments (whether used or unused) as of the date hereof; and (v) for distribution to the Additional Term Lender, as fee compensation for the funding of the Additional Term Lender’s Additional Term B-1 Loans, a closing fee in an amount equal to 0.25% of the stated principal amount of the Additional Term Lender’s Additional Term B-1 Loans, payable to the Additional Term Lender from the proceeds of its Additional Term B-1 Loans as and when funded on the Amendment Effective Date; such closing fee will be in all respects fully earned, due and payable on the Amendment Effective Date and non-refundable and non-creditable thereafter; and (i) to the extent requested by the Administrative Agent or any Lender, there shall have been delivered to the Administrative Agent or such Lender documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Conditions to Effectiveness of Amendment. This Amendment The obligations of the Lender to make Incremental Term Loan under the Amended Facility Agreement and the amendments to the Facility Agreement contained in Sections 1 and 2 hereof, in each case, shall become effective as of December 29, 2018 upon the satisfaction of each of first date (the “Amendment No. 1 Effective Date”) on which the following conditions precedent shall have been satisfied (or waived by the “Sixth Amendment Effective Date”Lender): (a) Each party hereto the Lender shall have received executed and delivered counterparts of this Amendment to AgentAmendment; (b) Agent the Lender shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, a certificate of an amendment to Authorized Officer certifying that the Term Loan Agreement conditions in clause (c), clause (d), clause (e) and an amendment to the fee letter delivered in connection therewith, each dated as clause (f) of the date hereofthis Section 4 have been satisfied; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (g) No no Default or Event of Default shall have occurred or would reasonably be expected to result from this Amendment; (d) immediately prior to and be continuingafter giving effect to this Amendment, each representation and warranty by any Loan Party or any of its Subsidiaries contained herein or in any other Facility Document is true, correct and complete in all material respects (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were true, correct and complete in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date; (e) there shall not exist any Proceeding, order, injunction or decree of any Governmental Authority or in any court restraining or prohibiting (or attempting to restrain or prohibit) the execution of this Amendment or the funding of any Incremental Term Loan hereunder; and (f) there shall not exist any material breach by Borrower of its obligations under the Merger Agreement and there shall not have been any Change of Recommendation (as defined in the Merger Agreement).

Conditions to Effectiveness of Amendment. This Amendment shall become effective as The effectiveness of December 29, 2018 upon the amendments set forth in Section 2 above is subject to satisfaction of (or waiver by each Consenting Lender and Consenting Issuing Bank party hereto) of the following conditions precedent (the date of such satisfaction or waiver being the “Sixth Amendment No. 1 Effective Date”): (a) Each party hereto The Agent shall have received counterparts of this Agreement executed by a Responsible Officer of each Loan Party and delivered this Amendment to a duly authorized officer of the Agent;, each Consenting Lender and each Consenting Issuing Bank. (b) Agent The Lead Borrower shall have received fully executed copiespaid all reasonable and documented out-of-pocket fees and expenses of the Agent and the Consenting Lenders (including, in form without limitation, such legal fees and substance reasonably satisfactory to Agent, expenses of an amendment Xxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxx Xxxx Xxxxxxxxx Canada LLP as counsel to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (cAgent) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement incurred in connection with the preparation, execution and delivery of the this Amendment and all the other instruments or and documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; andhereunder. (gc) Each of the representations and warranties of the Loan Parties contained in Section 3 of this Amendment are true and correct in all material respects as of the Amendment No. 1 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects. (d) No Default or Event of Default has occurred and is continuing on the Amendment No. 1 Effective Date (immediately prior to giving effect to this Amendment) or would result immediately after giving effect to this Amendment. (e) The Agent shall have occurred received a certificate of the Lead Borrower, dated the Amendment No. 1 Effective Date, executed by a Responsible Officer of the Lead Borrower certifying compliance with the requirements set forth in clauses (c) and be continuing(d) of this Section 4.

Conditions to Effectiveness of Amendment. This The effectiveness of the amendments and consents pursuant to this Amendment (other than the provisions of Sections 7, 8 and 10 which shall become be effective as of December 29, 2018 upon immediately) shall be subject to the satisfaction of each of the following conditions precedent (the “Sixth Amendment Effective Date”):precedent: (a) Each party hereto Lender shall have received an executed original or executed original counterparts of this Amendment (as the case may be), duly authorized, executed and delivered this Amendment to Agentby the respective party or parties hereto; (b) Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent Lender shall have received, in form and substance reasonably satisfactory to AgentLender, copies of resolutions evidence that the DPL Purchase Agreements have been duly authorized, executed and delivered by and to the appropriate parties thereto and that the transactions contemplated under the terms and conditions of the board DPL Purchase Agreements have been consummated prior to or contemporaneously with the execution of directors this Amendment; (c) Lender shall have received, in form and substance satisfactory to Lender, evidence that the Reunion DPL Subordinated Note in the original principal amount of $750,000 has been duly authorized, executed and delivered by ORC and that ORC has received from or on behalf of Reunion, cash or other equivalent governing body or memberimmediately available funds in the aggregate principal amount of $750,000 constituting the proceeds of the loan made by Reunion to ORC evidenced by the Reunion DPL Subordinated Note in the original principal amount of $750,000; (d) Lender shall have received, in form and substance satisfactory to Lender, a letter agreement from Reunion in favor of Company authorizing Lender, acknowledging that the executionindebtedness owed to Reunion by ORC evidenced by the Reunion DPL Subordinated Notes is included in the "Junior Debt" as defined under the Subordination Agreement, delivery dated February 2, 1996, between Lender and performance of this Amendment Reunion, as acknowledged by Borrowers, duly authorized, executed and amendment described in clause (b) above;delivered by Reunion and Borrowers; and (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (g) No Default or no Event of Default shall exist or have occurred and be continuingno event or condition shall have occurred or exist which with notice or passage of time or both would constitute an Event of Default.

Conditions to Effectiveness of Amendment. This Anything contained in this Amendment to the contrary notwithstanding, the terms and provisions of this Amendment shall only become effective as of December 29, 2018 upon the satisfaction of each of the following additional conditions precedent (the “Sixth Amendment Effective Date”):precedent: (a) Each party hereto Congress shall have received an executed and delivered original or executed original counterparts (as the case may be) of this Amendment together with the following, each of which shall be in form and substance satisfactory to AgentCongress: (i) the LPC Fourth Restated Note; (ii) certified resolutions of the Board of Directors of LPC duly authorizing the execution and delivery of this Amendment and the instruments and transactions hereunder; and (iii) an Amendment between LCI and Congress with respect to the LCI Financing Agreements and the documents and instruments required thereunder and the satisfaction of all conditions precedent to the effectiveness thereof (the "March 1997 LCI Amendment"). (b) Agent Arrangements satisfactory to Congress shall have received fully executed copiesbe made by LPC and LCI such that the proceeds of the March 1997 Additional LPC Term Loan shall be used as required herein and such that the proceeds of the March 1997 Additional LCI Term Loan (as defined in the March 1997 LCI Amendment) shall be used as required therein, and that, contemporaneously therewith: (i) CIT shall release all of its liens and security interests in the assets and properties of LPC which constitute "CIT Collateral" pursuant to the Subordination Agreement between CIT and Congress, as amended; (ii) CIT and Congress shall enter into an agreement, in form and substance reasonably satisfactory to AgentCongress, of an amendment to terminating or amending the Term Loan Subordination Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of January 17, 1996 between CIT and Congress, as amended, to provide for, among other things, the date hereof;release referred to in clause (i) of this paragraph 12(b); and (ciii) Agent LPC shall have received delivered to Congress a fully executed copypayoff letter from Chase, in form and substance reasonably satisfactory to Agent, setting forth the amount of the Consent and Amendment No. 1 to Intercreditor Agreement, dated Rochester IRB Balance as of the date hereof, between Agent and shall have authorized Congress to disburse a portion of the March 1997 Additional LPC Term Loan Agentdirectly to Chase in payment thereof. (c) All representations and warranties contained herein, together with a fully executed copy of an acknowledgement in the Accounts Agreement and consent thereto executed by each Borrower in the other Financing Agreements shall be true and each Guarantor;correct in all material respects; and (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (g) No Default or Event of Default shall have occurred and no event shall have occurred or condition be continuingexisting which, with notice or passage of time or both, would constitute an Event of Default.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of December 29, 2018 the date first written above upon the satisfaction of each of the following conditions precedent (the “Sixth Amendment Effective Date”):precedent: (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received a fully executed copiescopy, in form and substance reasonably satisfactory to Agent, of an a conforming amendment to the Term Revolving Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereofAgreement; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the that certain First Amendment to Fee Letter between Agent and Borrower; (d) Agent shall have received a fully executed copy, in form and substance satisfactory to Agent, of that certain Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, Agreement by and between Agent and Term the Revolving Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (de) Agent shall have received evidence that Xxxxxxx Advisory Group LLC has received from Borrower a refundable retainer in the amount of $75,000; (f) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company Borrower authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) abovethe First Amendment to Fee Letter; (eg) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (fh) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, including pursuant to the terms of the Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (gi) No Default or Event of Default shall have occurred and be continuing.