Reimbursement by Lenders. To the extent that a Loan Party for any reason fails to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided 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) 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) in connection with such capacity. The obligations of the Lenders under this paragraph # are subject to the provisions of [Sections 9.10 and 9.13]3].

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolver Commitment and the Revolver Advances at the time owing to it); provided that

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if a 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 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with [Section 3.06(a)], [[Released U.K. Borrowers:Organization]] may replace such Lender in accordance with Section 11.13.

Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under [Section 11.04(a) or (b)])] to be paid by it to any Agent (or any sub-agent thereof), any L/C Issuer, any Swing Line Lender, or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Agent (or any such sub-agent), such L/C Issuer, such Swing Line 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 Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent), such L/C Issuer, or such Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent), such L/C Issuer, or such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this [Section 11.04(c)] are subject to the provisions of [Section 2.12(d)].

Assignments by Lenders. Any [[Organization B:Organization]] 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 (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

Status of Lenders. (i) Any [[Organization B:Organization]] 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 [[Organization A:Organization]] and the Administrative Agent, at the time or times reasonably requested by the [[Organization A:Organization]] or the Administrative Agent, such properly completed and executed documentation reasonably requested by the [[Organization A:Organization]] or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any [[Organization B:Organization]], shall deliver such other documentation prescribed by applicable law or reasonably requested by the [[Organization A:Organization]] or the Administrative Agent as will enable the [[Organization A:Organization]] or the Administrative Agent to determine whether or not such [[Organization B:Organization]] is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in [Section 2.14(f)(ii)(A), (ii)(B) and (ii)(D)])])] below) shall not be required if in the [[Organization B:Organization]]’s reasonable judgment such completion, execution or submission would subject such [[Organization B:Organization]] to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such [[Organization B:Organization]].

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.

Reliance by Administrative Agent, Issuing Lenders and Lenders. The Administrative Agent, the Issuing Lenders and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Notices of Borrowing and Notices of Continuation/Conversion) purportedly given by or on behalf of the Borrowers even if # such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or # the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, each Issuing [[Organization A:Organization]], each [[Organization A:Organization]] and the officers, directors, employees, agents and Affiliates of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Existing Credit Agreement Superseded. This Credit Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this [Section 11.25]. On the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Credit Agreement and the Notes; provided, however, that # any of the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Credit Agreement, be Loans hereunder # this Credit Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrowers; and # the execution, delivery and effectiveness of this Credit Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Loan Lenders’ interests in the Revolving Loans and participations in the Letters of Credit shall be reallocated on the Closing Date in accordance with each Revolving Loan [[Organization A:Organization]]’s applicable Revolving Loan Commitment, and the Revolving Loan Lenders shall make such purchases of Revolving Loans from each other as are necessary to effect such reallocation. On the Closing Date, # the loan commitments of each [[Organization A:Organization]] that is a party to the Existing Credit Agreement but is not a party to this Credit Agreement (an “Exiting [[Organization A:Organization]]”) will be terminated, all outstanding obligations owing to the Exiting Lenders on the Closing Date will be repaid in full, and each Exiting [[Organization A:Organization]] will not become a [[Organization A:Organization]] under this Credit Agreement, # each Person listed on [Exhibit 1.1](a) attached to this Credit Agreement shall be a Revolving Loan [[Organization A:Organization]] under this Credit Agreement with the applicable Revolving Loan Commitment set forth opposite its name on such [Exhibit 1.1](a), and (C) each Person listed on [Exhibit 1.1](b) attached to this Credit Agreement shall be an Issuing [[Organization A:Organization]] with the LOC Commitment set forth opposite its name on such [Exhibit 1.1](b).

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for # any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), # any Taxes attributable to such Lender’s failure to comply with the provisions of [Section 9.04(c)] relating to the maintenance of a Participant Register and # any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).