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 (including all or a portion of its Revolving Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

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.

Any [[Organization A:Organization]] that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers 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 A:Organization]], if reasonably requested by the Borrowers or the Administrative Agent, shall deliver

Replacement of Lenders. In the event a [[Organization A:Organization]] makes a request to the Borrowers for additional payments in accordance with [Sections 3.9, 3.10, 3.11, 3.12, 3.13 or 3.14]4]4]4]4]4] or a [[Organization A:Organization]] becomes a Defaulting [[Organization A:Organization]], then, provided that no Default or Event of Default has occurred and is continuing at such time and such [[Organization A:Organization]] has declined or is unable to designate another [[Organization A:Organization]] office in accordance with [Section 3.15(a)], the Borrowers may, at their own expense (such expense to include any transfer fee payable to the Administrative Agent under [Section 11.3(b)] and any expense pursuant to [Section 3.14]), and in their sole discretion, require such [[Organization A:Organization]] to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of [Section 11.3(b)]), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another [[Organization A:Organization]], if a [[Organization A:Organization]] accepts such assignment); provided that # such assignment shall not conflict with any law, rule or regulation or order of any court or other governmental authority and # the Borrowers or such assignee shall have paid to the assigning [[Organization A:Organization]] in immediately available funds the principal of and interest accrued to

Replacement of Lenders. If any Lender requests compensation under [Section 3.04], or if the 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)] in a way that eliminates the additional cost, the Borrower may replace such Lender in accordance with [Section 10.16].

Status of Lenders. (i) Any Lender 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 Borrower and 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 reasonably 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 [Section 2.19(g)(ii)(A), (ii)(B) and (ii)(D)])])] 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.

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.

Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under paragraph [(a) or (b) of this Section 10.3] to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, 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 Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the L/C Issuer solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, 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), the L/C Issuer 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), the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph # are subject to the provisions of [Section 2.7(d)].

Obligations of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.