Role of Issuing Banks. Each Revolving ​ and the ​ agrees that, in paying any drawing under a Letter of Credit, the Issuing Banks shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any document or the authority of the Person executing or delivering any document. None of any Issuing Bank, any ​ Affiliate nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving ​ for # any action taken or omitted in connection herewith at the request or with the approval of the requisite Revolving Lenders; # any action taken or omitted in the absence of gross negligence or willful misconduct; or # the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The ​ hereby assumes all risks of the acts of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the ​ from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any ​ Affiliate nor any of the respective correspondents, participants or assignees of the Issuing Banks shall be liable or responsible for any of the matters described in Section 2.04(e); provided that, notwithstanding anything in such clauses to the contrary, the ​ may have a claim against an Issuing Bank, and an Issuing Bank may be liable to the ​, to the extent, but only to the extent, of any direct (as opposed to indirect, special, punitive, consequential or exemplary) damages suffered by the ​ which a court of competent jurisdiction determines in a final non-appealable judgment were caused by such Issuing Bank’s gross negligence or willful misconduct or such Issuing Bank’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a document(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) message or overnight courier, or any other commercially reasonable means of communication with a beneficiary.

Replacement by the Issuing Banks. In the event that S&P and Moody’s shall, after the date that any Person becomes a Lender, downgrade the long-term certificate of deposit ratings of such Lender, and the resulting ratings shall be below BBB- and Baa3, respectively, or the equivalent, then the Issuing Banks shall in consultation with the Company have the right, but not the obligation, at their own expense, upon notice to such Lender and the [[Person A:Person]], to replace such Lender with an Eligible Assignee, and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in [Section 9.07] (other than clause (a)(iv) thereof)) all the interests, rights and obligations in respect of its Commitment to an Eligible Assignee; provided, however, that # no such assignment shall conflict with any [[Organization C:Organization]], rule or regulation or order of any governmental authority and # the Issuing Banks or such Eligible Assignee, as the case may be, shall pay to such Lender in Same Day Funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder. Upon any such termination or assignment, such Lender shall cease to be a party hereto but shall continue to be obligated under [Section 8.05] (with respect to actions taken or omitted by an Agent prior to such termination or assignment or claims, damages, losses, liabilities or expenses of any kind or nature whatsoever incurred or otherwise arising prior to such termination or assignment which may be imposed on, incurred by, or asserted against an Agent in any way relating to or arising out of this Agreement) and be entitled to the benefits of [Section 9.04], as well as to any fees and other amounts accrued for its account under [Sections 2.05, 2.12 or 3.05]5]5] and not yet paid.

Hedge Banks. So long as any ​ is a Defaulting ​, such ​ shall not be a Hedge Bank with respect to any Secured Hedge Agreement entered into while such ​ was a Defaulting ​.

Qualifying Banks. In relation to any Borrower that is organized under the law of Switzerland, the Administrative Agent and the ​ shall ensure that assignments or transfers may not be effected if after giving effect to such assignments or transfers there would be more than 20 ​ (including participants and subparticipants) that are not Qualifying Banks in relation to any such Borrower.

#[Schedule III] will be amended to designate other Banks as additional or replacement Swing Line Banks or additional Issuing Banks, upon execution and delivery by the Company, the Administrative Agent and such additional or replacement Swing Line Bank or additional Issuing Bank, as the case may be, of a Schedule Amendment providing for such amendment. In the case of any replacement of a Swing Line Bank pursuant to a Schedule Amendment, the existing Swing Line Bank replaced pursuant thereto shall cease to be a Swing Line Bank upon the effectiveness of such Schedule Amendment and the repayment of all Swing Line Loans owing to such replaced Swing Line Bank.

“Issuing Banks” means Truist Bank, Bank of America, N.A. and each additional Issuing Bank designated pursuant to [Section 2.05(k)], in their capacity as issuer of Letters of Credit hereunder, and their successors in such capacity as provided in [Section 2.05(j)].

Assignments by Banks. Any Bank may at any time assign to one or more assignees (other than Parent, any of its Affiliates or a natural person) (each an “Assignee”) 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) and the Notes; provided that any such assignment shall be subject to the following conditions:

#Issuing Banks and Issuing Offices

Issuing Bank. For purposes of this [Section 2.16], the term “Lender” includes the Issuing Bank.

Issuing Bank. For purposes of [Section 2.16(e) and (f)])], the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.