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 ​.”

the Commitments and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;

Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that # the Revolving Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and # any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.

interest shall only require the consent of the Required Lenders and not each Lender directly affected thereby,

to such Defaulting Lender than it is to, other affected Lenders shall require the consent of such Defaulting Lender.

Affected Financial Institutions. Neither any Borrower nor any Guarantor is an Affected Financial Institution.

Affected Financial Institution. No Credit Party is an Affected Financial Institution.

“Non-Consenting ​” means, any ​ that does not approve any consent, waiver or amendment that # requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and # has been approved by the Required Lenders.

If # any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or # any Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at least five Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”) or any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced

. Solely to the extent any ​ that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any ​ that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: