The Administrative Agent shall have received from the Company, for the account of # each Extending 2018 Revolving Lender, a fee in an amount equal to 0.04% of the lesser of # such Extending 2018 Revolving Lender’s (or its affiliates’) aggregate 2019 Revolving Commitments under the Credit Agreement on the Amendment Effective Date and # such Extending 2018 Revolving Lender’s (or its affiliates’) existing 2018 Revolving Commitments (after giving effect to any assignments of existing 2018 Revolving Commitments to such Extending 2018 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2018 Revolving Commitments by such Extending 2018 Revolving Lender (or its affiliates), in each case on or prior to the Amendment Effective Date) immediately prior to the Amendment Effective Date, # each Extending 2018 Revolving Lender, a fee in an amount equal to 0.12% of such Extending 2018 Revolving Lender’s aggregate 2019 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the amount referred to in clause (i) for such Extending 2018 Revolving Lender, # each Extending 2020 Revolving Lender, a fee in an amount equal to 0.04% of the lesser of # such Extending 2020 Revolving Lender’s (or its affiliates’) aggregate 2021 Revolving Commitments under the Credit Agreement on the Amendment Effective Date and # such Extending 2020 Revolving Lender’s (or its affiliates’) existing 2020 Revolving Commitments (after giving effect to any assignments of existing 2020 Revolving Commitments to such Extending 2020 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2020 Revolving Commitments by such Extending 2020 Revolving Lender (or its affiliates), in each case on or prior to the Amendment Effective Date) immediately prior to the Amendment Effective Date, # each Extending 2020 Revolving Lender, a fee in an amount equal to 0.20% of such Extending 2020 Revolving Lender’s aggregate 2021 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the amount referred to in clause (iii) for such Extending 2020 Revolving Lender, # each New Revolving Lender, a fee in an amount equal to 0.12% of such New Revolving Lender’s aggregate 2019 Revolving Commitment under the Credit Agreement on the Amendment Effective Date and # each new Revolving Lender, a fee in an amount equal to 0.20% of such New Revolving Lender’s aggregate 2021 Revolving Commitments under the Credit Agreement on the Amendment Effective Date.

“Revolving Facility” means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans, Swing Loans and Letters of Credit, Loans under Extended Revolving Credit Commitments and Loans under New Revolving Credit Commitments.

Extension of Revolving Credit Commitments. The ​ may at any time and from time to time request that all or a portion of the Revolving Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Scheduled Termination Date with respect to all or a portion of any principal amount of such Revolving Credit Commitments (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.17; provided that there shall be no more than two (2) Classes of Revolving Loans and Revolving Credit Commitments outstanding at any time. In order to establish any Extended Revolving Credit Commitments, the ​ shall provide a notice to the [[Administrative Agent:Organization]] (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Extension Request”) setting forth the proposed terms (which shall be determined in consultation with the [[Administrative Agent:Organization]]) of the Extended Revolving Credit Commitments to be established, which shall # be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and # be identical to the Revolving Credit Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: # the Scheduled Termination Date of the Extended Revolving Credit Commitments shall be later than the Scheduled Termination Date of the Revolving Credit Commitments of such Existing Revolver Tranche, # the Extension Amendment may provide for other covenants and terms that # apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments) or # are reasonably satisfactory to the [[Administrative Agent:Organization]] and the ​ to incorporate such more restrictive provisions for the benefit of the Lenders (which amendment shall, notwithstanding any provision herein to the contrary, not require the consent of any Lender); and # all borrowings under the Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for # payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and # repayments required upon the Revolving Credit Termination Date of the non-extending Revolving Credit Commitments); provided, further, that # the conditions precedent to a Borrowing set forth in Section 4.2 shall be satisfied as of the date of such Extension Amendment and at the time when any Loans are made in respect of any Extended Revolving Credit Commitment, # in no event shall the final maturity date of any Extended Revolving Credit Commitments of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Credit Commitments hereunder, # any such Extended Revolving Credit Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and # all documentation in respect of the such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Revolver Tranche. Each Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.17 shall be in an aggregate principal amount equal to not less than 50% of the aggregate Revolving Credit Commitments outstanding at the time such Extended Revolving Credit Commitments become effective.

Subject to the terms and conditions set forth herein, each of the Lenders party to this Amendment (which collectively constitute the Required Lenders under the Credit Agreement) hereby consents to the amendments set forth herein and to the increase of the Revolving Credit Commitments as set forth herein.

Reallocation of Revolving Credit Commitments and Revolving Credit Exposure. The parties hereto agree that the Administrative Agent shall reallocate the Revolving Credit Loans and other Revolving Credit Exposure in accordance with the updated Revolving Credit Commitment Percentages as of the First Amendment Effective Date and the Revolving Credit Lenders agree to make all payments and adjustments necessary to effect such reallocation. The Lenders party hereto agree to waive any costs required to be paid by the Borrowers pursuant to [Section 4.9] of the Credit Agreement in connection with such reallocation.

SECTION # Provisions Related to Refinancing Revolving Credit Commitments 8076

Extension Request. The Borrower shall provide the applicable Extension Request at least three (3) Business Days prior to the date on which ​ under the Existing Term Loan Tranche or Existing Revolver Tranche, as applicable, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this ‎Section 2.16. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended into Extending Term Loans or any of its Revolving Credit Commitments amended into Extending Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request amended into Extending Term Loans and any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extending Revolving Credit Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Extending Term Loans or Extending Revolving Credit Commitments, as applicable (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, in respect of which applicable Term ​ or Revolving Credit ​, as the case may be, shall have accepted the relevant Extension Request exceeds the amount of Extending Term Loans or Extending Revolving Credit Commitments, as applicable, requested to be extended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension Elections shall be amended to Extending Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, included in each such Extension Election.

“Revolving Credit Lender” means, at any time, any Lender that has a Commitment in respect of Revolving Credit Loans at such time, including a Revolving Credit Commitment, Incremental Revolving Credit Commitment, Extending Revolving Credit Commitment of a given Extension Series and Other Revolving Credit Commitment of a given Refinancing Series, or, if such Commitments have terminated, Revolving Credit Exposure, including the Non-Extended Revolving Credit ​ and the Extended Revolving Credit ​.

Provisions Related to Letters of Credit in respect of Extending Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then # if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit ​ to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to ‎Sections 2.03(c) and ‎(d)) under (and ratably participated in by ​ pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and # to the extent not reallocated pursuant to immediately preceding clause ‎(i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with ‎Section 2.03(g). Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit may be reduced as agreed between the L/C Issuers and the Borrower, without the consent of any other Person.

all of such LC Exposure held by the Non-Extending [[Consenting Lenders:Organization]] shall be reallocated among the remaining [[Consenting Lenders:Organization]] in accordance with their respective Applicable Dollar Percentages or Applicable Multicurrency Percentages, as the case may be, but only to the extent # the sum of all Revolving Credit Exposures (other than Loans of Non-Extending [[Consenting Lenders:Organization]]) does not exceed the total of all Extending [[Consenting Lenders:Organization]]’ Commitments, # no Extending Lender’s Revolving Credit Exposure will exceed such Lender’s Commitment, and # the conditions set forth in Section 4.02 are satisfied at such time; and