Equity Interests in any Person (other than wholly owned Subsidiaries) to the extent a pledge of such interests is not permitted by the terms of such Person’s organizational (including special purpose entities) or joint venture documents (so long as such joint venture was not entered into (or such Subsidiary was not formed) in contravention of the terms of the Financing Documents and such prohibition did not arise as part of the acquisition or formation thereof or in anticipation of the restrictions under the Financing Documents);

Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin. (a) All computations of interest for ABR Loans when the Alternate Base Rate is determined by Citizens’ Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent or Multicurrency Administrative Agent, as applicable, of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Applicable Margin. The definition of “Applicable Margin” set forth in the Credit Agreement is hereby amended by deleting the table contained therein in its entirety and replacing such table with the following:

Applicable Margin and Fees. The Applicable Margin and any other fees (including upfront fees and commitment fees) on the Revolving Facility Increase will be determined by the Company and the Lenders providing such Revolving Facility Increase at the time such Revolving Facility Increase is made; provided that in the event that the Applicable Margin, Facility Fee, upfront fees or other fees, taken as a whole, for any Revolving Facility Increase are higher than the Applicable Margin, Facility Fee, upfront fees or other fees, taken as a whole, for the existing Revolving A Facility, then the Applicable Margin, Facility Fee, upfront fees or other fees for the existing Revolving A Facility shall be increased to the extent necessary so that such Applicable Margin, Facility Fee, upfront fees or other fees, as applicable, are equal to Applicable Margin, Facility Fee, upfront fees or other fees, as applicable, for such Revolving Facility Increase; provided, further, that in determining the interest rate margins applicable to the Revolving Facility Increase and the Revolving A Facility, # upfront fees payable by the Company to the Lenders under the Revolving A Facility or any Revolving Facility Increase in the initial primary syndication thereof (with such upfront fees being equated to interest based on assumed four-year life to maturity) and the effects of any and all interest rate floors shall be included and # customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Revolving A Facility or to one or more arrangers (or their affiliates) of any Revolving Facility Increase shall be excluded.

Applicable Margin. The Applicable Margin for each 2018 Incremental Revolving Loan shall be the Applicable Margin with respect to the Revolving Loans.

Applicable Margin. The table in clause (ii) of the definition of “Applicable Margin” in [Section 1.01] of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

. (a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

Retroactive Adjustments of Applicable Margin. In the event that any financial statement or Compliance Certificate delivered pursuant to [Section 5.01] is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate (as in effect at the time of such inaccuracy) for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then # the Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, # the Applicable Rate shall be determined as if such higher Applicable Rate that would have applied were applicable for such Applicable Period (and in any event at the highest level set forth in the definition of “Applicable Rate” if the inaccuracy was the result of dishonesty, fraud or willful misconduct), and # the Borrower shall immediately, without further action by the Administrative Agent, any Lender or the Issuing Bank, pay to the Administrative Agent for the account of the applicable Lenders and the Issuing Bank, the accrued additional interest and fees owing as a result of such increased Applicable Rate for such Applicable Period. This [Section 2.12(e)] shall not limit the rights of the Administrative Agent and Lenders with respect to the rate of interest as set forth in [Section 2.12(b)] or [Article 7]. The Borrower’s obligations under this [Section 2.12(e)] shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

Applicable Margin and Fees. The Applicable Margin and any other fees (including upfront fees and commitment fees) on the Revolving Facility Increase will be determined by the Company and the Lenders providing such Revolving Facility Increase at the time such Revolving Facility Increase is made; provided that in the event that the Applicable Margin, Facility Fee, upfront fees or other fees, taken as a whole, for any Revolving Facility Increase are higher than the Applicable Margin, Facility Fee, upfront fees or other fees, taken as a whole, for the existing Revolving Facility, then the Applicable Margin, Facility Fee, upfront fees or other fees for the existing Revolving Facility shall be increased to the extent necessary so that such Applicable Margin, Facility Fee, upfront fees or other fees, as applicable, are equal to Applicable Margin, Facility Fee, upfront fees or other fees, as applicable, for such Revolving Facility Increase; provided, further, that in determining the interest rate margins applicable to the Revolving Facility Increase and the Revolving Facility, # upfront fees payable by the Company to the Lenders under the Revolving Facility or any Revolving Facility Increase in the initial primary syndication thereof (with such upfront fees being equated to interest based on assumed four-year life to maturity) and the effects of any and all interest rate floors shall be included and # customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Revolving Facility or to one or more arrangers (or their affiliates) of any Revolving Facility Increase shall be excluded.

Subject to Sections 2.3(c), 2.3(d) and 2.44]4], each Advance shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to the Index Rate plus the Applicable Margin. Each determination of an interest rate by Lender shall be conclusive and binding on Borrower in the absence of manifest error. All computations of Fees and interest payable under this Agreement shall be made on the basis of a 360-day year and actual days elapsed, which results in more interest charged than if interest were calculated based on a 365-day year. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (and including) the last day thereof. Notwithstanding anything to the contrary contained in the Agreement, at any time during which a Rate Contract is then in effect with respect to all or a portion of the Obligations bearing interest based upon the Index Rate or any temporary or permanent replacement for the Index Rate pursuant to Section 2.4 below, the provision that rounds up the Index Rate to the next 1/8th of 1% shall be disregarded and no longer of any force and effect with respect to such portion of the Obligations that are subject to such Rate Contract.