In the event that # the ​ or the Administrative ​ has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, # the consent, waiver or amendment in question requires the agreement of each ​, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans and # the Required Lenders, Required Revolving Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment, then any ​ who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting ​.”

In the event that # the ​ or the [[Administrative Agent:Organization]] has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, # the consent, waiver or amendment in question requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans and # the Requisite Lenders or the requisite Lenders of the applicable Class or Classes of the Loans (or, with respect to the FILO Loans, the [[FILO Documentation Agent:Organization]]), have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

In the event that # the Borrower or the Administrative Agent has requested that the ​ consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, # the consent, waiver or amendment in question requires the agreement of each Lender, each affected Lender or each affected Lender of a certain Class in accordance with the terms of ‎[Section 10.01] or all the ​ with respect to a certain Class of the Loans and # the Required ​ (or, in the case of a consent, waiver or amendment involving all affected ​ of a certain Class, the Required Class ​ as applicable) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

In the event that # the Lead Borrower or the Administrative Agent has requested that the ​ consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, # the consent, waiver or amendment in question requires the agreement of each Lender, each affected Lender or each affected Lender of a certain Class in accordance with the terms of Section 10.01 or all the ​ with respect to a certain Class of the Loans and # the Required ​ (or, in the case of a consent, waiver or amendment involving all affected ​ of a certain Class, the Required Class ​ as applicable) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

In the event that # the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, # the consent, waiver or amendment in question requires the agreement of each Lender, each affected Lender or each affected Lender of a certain Class in accordance with the terms of [Section 10.01] or all the Lenders with respect to a certain Class of the Loans and # the Required Lenders (or, in the case of a consent, waiver or amendment involving all affected Lenders of a certain Class, the Required Class Lenders as applicable) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

(A) the Lead Borrower or the Administrative Agent has requested that the ​ (or the ​ with respect to any Class) consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, # the consent, waiver or amendment in question requires the agreement of all affected ​ (or all affected ​ relating to such Class) in accordance with the terms of [Section 10.01] or all the ​ (or all ​ of such Class), # the Required ​ have agreed to such consent, waiver or amendment, and # such Lender has not agreed to such consent, waiver, or amendment; or

If any [[Organization A:Organization]] does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each [[Organization A:Organization]] and that has been approved by the Required ​, the ​ may replace such Non-Consenting [[Organization A:Organization]] in accordance with [Section 11.13]; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the ​ to be made pursuant to this paragraph).

In the event that # the Borrower or the Administrative Agent has requested the Lenders to consent to a waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, # the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of [Section 10.01] or all the Lenders with respect to a certain class of the Loans and # the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each 83894470_5

Notwithstanding anything in ‎[Section 10.01] or the definition of “Required ​,” “Required Class ​,” or “Required Facility ​” to the contrary, for purposes of determining whether the Required ​, the Required Class ​ or the Required Facility ​ have # consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, unless the action in question affects any Affiliated Lender in a disproportionately adverse manner than its effect on the other ​, or subject to ‎[Section 10.07(o)], any plan of reorganization pursuant to the U.S. Bankruptcy Code, # otherwise acted on any matter related to any Loan Document, or # directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action and: