[Section 5.6(c)] of the Agreement is deleted in its entirey for the purposes of this Amendment and replaced with the following provision: “From all collections of principal payments under the Loan, Buyer will receive all proceeds until the Buyer Loan Amount has been repaid, after which all proceeds will be paid to Seller.”

[Section 5.7] of the Agreement is hereby deleted in its entirety for the purposes of this Amendment and replaced with the following provision: “Buyer Loan shall have priority over Seller Loan.”

[Section 5.3.1(iii)] shall be deleted in its entirety and replaced with the following:

[Section 5.8] shall be amended to add the following new sentence at the end of the existing [Section 5.8]:

[Section 5.02(a)(vii)] of the Credit Agreement is hereby amended by deleting the clause “, provided that no such Lien shall extend to or cover any Unencumbered Asset” at the end thereof.

[Section 5.02(f)(iv)] of the Credit Agreement is hereby amended by # deleting the word “and” at the end of clause (A) thereof, # replacing the semicolon and the end of clause (B) thereof with “, and” and # inserting the following new clause (C) immediately [following clause (B)] thereof:

[Section 5.02(m)] of the Credit Agreement is hereby amended by (i) (x) deleting the words “agreement prohibiting or conditioning the creation or assumption of any Lien” and # replacing them with the words “Negative Pledge”, # deleting the following words “(including, without limitation, Unencumbered Assets)” and # inserting the following immediately after the words “otherwise permitted by the Loan Documents” appearing at the end of clause (A) thereof: “(provided further that any restriction of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to violate the foregoing restriction)”.

[Section 5.01(j)] of the Credit Agreement is hereby amended by # deleting the phrase “and each direct and indirect parent of such Subsidiary (if it has not already done so)” and # deleting the reference to “[Exhibit C]” and replacing it with a reference to “[Exhibit D]”.

[Section 5.13] of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Amendment No. 5 Fee Letter” means the Amendment Fee Letter dated as of the Amendment No. 5 Effective Date by and between the Administrative Agent and the Parent Borrower.