Role of Issuing Lender. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Lender for # any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; # 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 Issuer Document.

Assignments shall be subject to the following additional conditions:

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.

Replacement of Issuing Banks; Additional Issuing Banks. (i) Each Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. Any Lender may be added as an Issuing Bank at any time

Issuing Bank Agreements. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall report in writing to the Administrative Agent # promptly following the end of each calendar month, the aggregate amount of Letters of Credit issued by it and outstanding at the end of such month, # on or prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letter of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement, # on each Business Day on which such Issuing Bank makes any payment under any Letter of Credit, the date of such payment under such Letter of Credit and the amount of such payment, # on any Business Day on which the Borrower fails to reimburse any payment under any Letter of Credit required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such payment and # on any other Business Day, such other information as the Administrative Agent shall reasonably request.

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 ​), participate in a meeting of ​, 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 ​) 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 Release. Effective upon delivery of the Settlement Amount by the Company in accordance with this Agreement, the Lender, for itself and for any and all of its past or present shareholders, members, predecessors, successors, parents and subsidiaries, partners, officers, directors, managers, employees, agents, servants, attorneys, assigns, transferees, beneficiaries, subrogees, insurers, underwriters, and any others claiming by, through, under, or in concert with it, and each of them (collectively, the “Lender Releasors”), does hereby release and forever discharge the Company, and to the extent they are acting by, through, under, or in concert with the Company, each of the Company’s past or present shareholders, members, predecessors, successors, parents and subsidiaries, partners, officers, directors, managers, employees, agents, servants, attorneys, assigns, transferees, beneficiaries, subrogees, insurers, underwriters, and any others claiming by, through, under, or in concert with it, and each of them (collectively, the “Company Releasees”), of and from any and all claims, obligations, damages, losses, injuries, debts, rights, rights to payment, rights to equitable remedies, rights to legal or equitable relief, demands, allegations, counterclaims, cross-claims, contracts, covenants, agreements, promises, trespasses, torts, tortious conduct, dues, accounts, bonds, bills, notices, costs, expenses, attorneys’ fees, judgments, executions, liens, encumbrances, contribution rights, indemnity rights, actions, causes of action, choses in action, suits, controversies, disputes, vicarious liability, challenges, and liabilities of any kind or nature whatsoever in law, equity, or otherwise, whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, accrued or inchoate, which have existed or may have existed or that may yet exist or do exist, that any of the Lender Releasors at any time had, owned, or held from the beginning of the world through the Effective Date against any of the Company Releasees arising under or relating to any matter or thing done, omitted, or suffered to be done by the Company Releasees arising from, out of, or in any way connected to: # the Amended Note or any other document evidencing the Indebtedness (the “Indebtedness Documents”); and # any act, omission, event, or condition that might arguably create or constitute a breach or default under the Indebtedness Documents (collectively, the “Lender Released Claims”).

Mortgagor’s name.

Capital Requirements. If any Lender or any Issuing Lender determines that any Change in Law affecting such Lender or such Issuing Lender or any Lending Office of such Lender or such Lender’s or such Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Lender’s policies and the policies of such Lender’s or such Issuing Lender’s holding company with respect to capital adequacy and liquidity), then from time to time upon written request of such Lender or such Issuing Lender the Borrower shall promptly pay to such Lender or such Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company for any such reduction suffered.

“Issuing Lender” means Wells Fargo or any other Lender that, at the request of any Borrower and with the consent of Agent, agrees, in such Lender’s sole discretion, to become an Issuing Lender for the purpose of issuing Letters of Credit or Reimbursement Undertakings pursuant to [Section 2.11] of the Agreement and the Issuing Lender shall be a Lender.