Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably

Replacement of Lenders. If # any Lender requests compensation under [Section 5.10], # the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11], and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with [Section 5.12(a) or (c)])] if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 12.9]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10] or [Section 5.11]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of [Section 5.7].

Representation by Lenders. Each Lender party to this Agreement on the Closing Date represents and warrants that on the date hereof it is carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets.

Fundings by Lenders Each Lender shall (by making its funds available in accordance with the Notice of Borrowing) timely honor its Revolver Commitment by advancing its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 1:00 pm on the proposed funding date for Base Rate Loans or by 3:00 pm at least two Business Days before any proposed funding of LIBOR Loans Each Lender shall fund to Agent such Lender’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 2:30 pm on the requested funding date, unless Agent’s notice is received after the times provided above, in which case Lender shall fund its Pro Rata share by 11:00 am on the next Business Day Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Borrower Agent Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers If a Lender’s share of any Borrowing or of any settlement pursuant to [Section 413(b)] is not received by Agent, then Borrowers agree to repay to Agent on demand, in writing, the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to the Borrowing If the timing of the wire transfers from Lenders leads to a situation where although the Lenders wire the funds at 2:30 pm on any given Business Day, those funds are not available to Borrower until the following Business Day, then Borrower Agent may consider using a 1:00 pm time cut off for the wire transfer; provided that, the Borrower Agent provides its Notice of Borrowing at least one hour prior to the required time of notice normally required hereunder

Status of Lenders Each Lender shall deliver documentation and information to Agent and Borrower Agent, at the times and in form required by Applicable Law or reasonably requested by Agent or Borrower Agent, sufficient to permit Agent or Borrowers to determine # whether or not payments made with respect to Obligations are subject to Taxes, # if applicable, the required rate of withholding or deduction, and # such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes for such payments or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding or information reporting requirements. In the case of a Lender receiving payments hereunder from a UK Borrower, such Lender will be deemed to have complied with the preceding two sentences where it has, on or before the Third Restatement Date (or in the case of a Lender that becomes a party to this Agreement after the Third Restatement Date, on or before the date that Lender becomes a party hereto) provided to the Company or the Administrative Agent its scheme reference number under the HMRC DT Treaty Passport Scheme and its jurisdiction of tax residence as an indication that it wishes such scheme to apply to this Agreement. Where a Lender provides such indication, any UK Borrower to whom that Lender is making available Loans, shall make a Borrower DTTP Filing in respect of such Lender within 30 days of the Third Restatement Date (or the date such Lender became a party to this Agreement, if later). Each UK Borrower shall, promptly on making any Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender. Each Lender shall notify the Company and Administrative Agent if it determines in its sole discretion that it is ceases to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by any U.K. Borrower hereunder. Notwithstanding anything to the contrary in the preceding sentences of this paragraph, the completion, execution and submission of such documentation (other than such documentation set forth in [Section 3.4(f)(ii)(A) through (E)] below and [Section 3.4(f)(iii)] below) shall not be required if in the Lender’s reasonable judgment such completion,

Replacement of Lenders. If (ia) any Lender requests compensation under [Section 3.1] or invokes [Section 3.2, (iib)])] the Company is required to pay any additional amount pursuant to [Section 3.3 or 3.4, or (iiic)])])] any Lender shall become a Defaulting Lender or, (ivd) any Lender shall refuse to consent to any waiver, amendment or other modification that would otherwise require such Lender’s consent but to which the Required Lenders have consented, or # any Lender becomes the subject of, or is threatened by an EEA Resolution Authority with the exercise of, a Bail-In Action, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in [Section 12.1]), all of its interests, rights

Nonliability of Lenders. The relationship hereunder and under the other Loan Documents between the Borrowers on the one hand and the Lenders, the Issuers and the Administrative Agent on the other hand shall be solely that of borrowers and lender. Neither the Administrative Agent, any Lead Arranger, any Lender nor any Issuer shall have any fiduciary responsibilities to the Borrowers under this Agreement or any other Loan Document. Neither the Administrative Agent, any Lead Arranger, any Lender nor any Issuer undertakes any responsibility to any Borrower under this Agreement or any other Loan Document to review or inform any Borrower of any matter in connection with any phase of any Borrower’s business or operations. Each Borrower agrees that neither the Administrative Agent, any Lead Arranger, any Lender nor any Issuer shall have liability to such Borrower (whether sounding in tort, contract or otherwise) for losses suffered by such Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, any Lead Arranger, any Lender nor any Issuer shall have any liability with respect to, and each Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by such Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.