Relations Among Lenders. Except with respect to the exercise of set-off rights of any Lender in accordance with [Section 12.1], the proceeds of which are applied in accordance with this Agreement, each Lender agrees that it will not take any action, nor institute any actions or proceedings, against any Borrower or any other obligor hereunder or with respect to any Loan Document, without the prior written consent of the Required Lenders or, as may be provided in this Agreement or the other Loan Documents, at the direction of the Administrative Agent.

Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 this [Section 2.12(e)] (vi)(A), (B) and (C) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Notification of Lenders. Within five (5) Business Days after receiving any notice under this §7.5, the Agent will forward a copy thereof to each of the Lenders, together with copies of any certificates or other written information that accompanied such notice.

ARTICLE # TAXES, YIELD PROTECTION AND ILLEGALITY

Reimbursement by Lenders. To the extent that the Credit Parties for any reason fail to indefeasibly pay any amount required under [subsection (a) or (b)])] of this Section to be paid by them to any Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Administrative Agent (or any such sub-agent), such L/C Issuer 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 such Administrative Agent (or any such sub-agent) or such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for such Administrative Agent (or any such sub-agent) or such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection # are subject to the provisions of [Section 2.12(d)].

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 and the other Credit Documents (including all or a portion of its Commitment and the Loans (including for purposes of this [subsection (b)], participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

If # any Lender requests compensation under Section 3.04, # any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or # a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Credit Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), or # any Lender is a Defaulting Lender, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agents, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Parent Borrower may replace such Lender in accordance with Section 11.13.

Defaulting Lenders Assignments. In connection with any assignment of rights and obligations of any Defaulting ​ hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative ​ in an aggregate amount sufficient,

Replacement of Lenders. If any [[Organization C:Organization]] (an "Affected [[Organization C:Organization]]") # makes demand upon [[Organization A:Organization]] for (or if [[Organization A:Organization]] are otherwise required to pay) amounts pursuant to [Sections 3.8, 3.9, or 3.10]0]0], # is unable to make or maintain Eurodollar Rate Loans as a result of a condition described in [Section 2.2(g) or (c)])] is a Defaulting [[Organization C:Organization]], [[Organization A:Organization]] may, at their sole expense and effort, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing the [[Organization A:Organization]] to be required to pay such compensation or causing [Section 2.2(g)] to be applicable), or [[Organization C:Organization]] Default, as the case may be, by notice (a "Replacement Notice") in writing to [[Organization B:Organization]] and such Affected [[Organization C:Organization]] # request the Affected [[Organization C:Organization]] to cooperate with [[Organization A:Organization]] in obtaining a replacement [[Organization C:Organization]] satisfactory to [[Organization B:Organization]] and [[Organization A:Organization]] (the "Replacement [[Organization C:Organization]]"); # ask the non-Affected Lenders to acquire and assume all of the Affected [[Organization C:Organization]]'s Revolving Advances and Revolver Commitment Percentage as provided herein, but none of such Lenders shall be under an obligation to do so; or # designate a Replacement [[Organization C:Organization]] approved by [[Organization B:Organization]], such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement [[Organization C:Organization]] shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected [[Organization C:Organization]]'s Revolving Advances and Revolver Commitment Percentage, then such Affected [[Organization C:Organization]] shall assign, in accordance with [Section 16.3], all of its Advances and Revolver Commitment Percentage and other rights and obligations under this Agreement and the Other Documents to such Replacement [[Organization C:Organization]] or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected [[Organization C:Organization]]; provided, however, that # such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected [[Organization C:Organization]] and such Replacement [[Organization C:Organization]] and/or non-Affected Lenders, as the case may be, # prior to any such assignment, [[Organization A:Organization]] shall have paid to such Affected [[Organization C:Organization]] all amounts properly demanded and unreimbursed under [Sections 3.8, 3.9, and 3.10]0]0], # [[Organization A:Organization]] shall have paid to [[Organization B:Organization]] any fees specified in [Section 16.3], # in case of any such assignment resulting from a claim for compensation under [Section 3.8], such assignment will result in a reduction in such compensation and # such assignment does not conflict with applicable law. A [[Organization C:Organization]] shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such a [[Organization C:Organization]] or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Upon the effective date of such assignment, [[Organization A:Organization]] shall issue replacement Notes to such Replacement [[Organization C:Organization]] and/or non-Affected Lenders, as the case may be, and such institution(s) shall become a "[[Organization C:Organization]]" for all purposes under this Agreement and the other Documents.