Lender Group Expenses. Borrowers agree to pay any and all Lender Group Expenses on the earlier of # the first day of each month or # the date on which demand therefor is made by Agent and agrees that its obligations contained in this Section 17.10 shall survive payment or satisfaction in full of all other Obligations.

Expenses Incurred by Lender. Borrower shall pay to Lender in addition to all other amounts due, all outside attorneys’ fees and expenses incurred by Lender in connection with: # Lender’s attempt, following an Event of Default, to collect the unpaid Principal and accrued Interest, or any sums due under this Note or the Security Agreement, whether or not legal proceedings are instituted by Lender, # any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Note or the Security Agreement, and/or # any reasonable action taken by or at the direction of Lender to protect the lien of the Security Agreement or any other documents, which evidence or secure the Principal and any accrued Interest.

Lender Meetings. Parent will, at the request of Agent or of the Required Lenders and upon reasonable prior notice, hold at least one telephonic meeting (at a mutually agreeable time) per fiscal year with all Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Parent and its Restricted Subsidiaries and any applicable projections for the current fiscal year of Parent.

Defaulting Lender. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

Lender Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

Lender Meetings. TheSubject to Section 10.23, the Borrower will, at the request of the Administrative Agent (which shall be made at the direction of the Majority [[Organization B:Organization]]), participate in a meeting of [[Organization B:Organization]], to be held via teleconference or in person at the chief executive office of the Borrower, at a time reasonably selected by the Administrative Agent (at the direction of the Majority [[Organization B:Organization]]) and reasonably acceptable to the Borrower; provided that such meetings may be no more frequent than once per fiscal quarter of the Borrower.

Lender Acknowledgement. The Lender acknowledges that any obligations of the Borrower hereunder are unsecured and are expressly subordinated and junior in right of payment to the Senior Indebtedness as more fully described in Section 22.

Lender Elections. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide a portion of the Incremental Term Facility and/or Incremental Revolving Commitments and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested Incremental Term Facility and/or Incremental Revolving Commitments. Any Lender not responding within such time period shall be deemed to have declined to provide a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Incremental Term Facility or Incremental Revolving Commitments and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Incremental Term Facility or Incremental Revolving Commitments, as applicable.

Lender Meetings. Borrowers will, within 30 days after delivery of the annual audited financial statements of Borrowers for each fiscal year, at the request of Agent or of the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrowers and their Subsidiaries and the projections presented for the current fiscal year of Administrative Borrower.

Lender Representations. Lender hereby represents that it is an “accredited investor” (as defined in 17 CFR 230.501 # [subsection 8]). Lender further represents that Lender has not been formed for the purpose of making this investment, that Lender is acquiring the promissory note(s), warrants, and securities herein for its own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision thereof. Lender further agrees that it will not distribute, transfer, assign, sell, or by any other means transfer ownership of, or any rights to, the promissory note(s) without prior approval of the Companies.