In the event of any conflict between the terms set forth in this Fifth Amendment and the terms of the Agreement, the terms in this Fifth Amendment shall supersede and control as to the subject matter. In all other respects, all other terms and conditions of the Agreement shall remain in full force and effect. Capitalized terms used in this Fifth Amendment shall have the meaning ascribed to them in the Agreement unless otherwise defined herein.

On the Fifth Amendment Date, Borrower shall pay to the Lender # a structuring fee equal to 0.25% of the outstanding principal balance of the Loans as of the Fifth Amendment Date (the “Fifth Amendment Structuring Fee”) and # a modification fee equal to 0.25% of the outstanding principal balance of the Loans as of the Fifth Amendment Date (the “Fifth Amendment Modification Fee”).

“Fifth Amendment” means that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of the Fifth Amendment Date by and between Borrower and Lender.

“Fifth Amendment Effective Date Term Loans” means the Term Facilities made on the Fifth Amendment Effective Date, which are so designated on the Fifth Amendment Effective Date Facilities Schedule.

Fifth Amendment Effective Date: has the meaning set forth in the Fifth Amendment.

Fifth Amendment Effective Date: has the meaning set forth in the Fifth Amendment.

Fifth Amendment Effective Date: has the meaning set forth in the Fifth Amendment.

Fifth Amendment Effective Date: has the meaning set forth in the Fifth Amendment.

#Fifth Amendment Facility Charge. Borrower shall have paid to Agent the Fifth Amendment Facility Charge.

“Fifth Amendment Effective Date” has the meaning ascribed to such term in the Fifth Amendment.