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

“Non-Consenting Lender” has the meaning specified in [Section 2.15(b)].

Upon the payment or prepayment of all amounts referred to in [clauses (i), (ii) and (iii)])])] of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other ​, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.

in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

provided that # no agreement, waiver or consent that would modify the interests, rights or obligations of the Administrative Agent may be made without the written consent of such Administrative Agent, and # only the consent of the Administrative Agent and the Borrower shall be required for any amendment to the Fee Letter; and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in [Sections 11.1(a) through 11.1(g)] above, the consent of the Requisite ​ is obtained but the consent of one or more of such other ​ whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement ​ pursuant to [Section 3.6].

case, shall be deemed a “Non-Consenting Lender”; provided, that the term “Non-Consenting Lender” shall also include any Lender that rejects (or is deemed to reject) # a loan modification offer under [Section 10.01], which loan modification has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such loan modification and # any Lender that does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.18.

“Non-Consenting Lender” means, any Lender 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.

Replacement of Lenders 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], # any Lender is a Non-Consenting Lender (as defined below), or # any Lender is a Defaulting Lender, then ​ may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, 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 Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Each such Non-Consenting Party shall within sixty (60) Days of the exercise of its option under clause 7.4(c), pay in immediately available funds to the Consenting Parties in proportion to their respective Participating Interests in such Exclusive Operations a lump sum amount payable in the currency designated by such Consenting Parties. Such lump sum amount shall be equal to such Non-Consenting Party’s Participating Interest share of all liabilities and expenses that were incurred in every Exclusive Operation relating to the Discovery (or Exclusive Well, as the case may be) in which the Non-Consenting Party desires to reinstate the rights it relinquished pursuant to clause 7.4(b), and that were not previously paid by such Non-Consenting Party.

With regards to any Exclusive Operation, for so long as a Non-Consenting Party has the option under clause 7.4(c) to reinstate the rights it relinquished under clause 7.4(b), such Non-Consenting Party shall be entitled to have access concurrently with the Consenting Parties to all data and other information relating to such Exclusive Operation, other than data obtained in an Exclusive Operation for the purposes of acquiring G&G Data. If a Non-Consenting Party desires to receive and acquire the right to use such G&G Data, then such Non-Consenting Party shall have the right to do so by paying to the Consenting Parties its Participating Interest share as set out in clause 3.2(a) of the costs incurred in obtaining such G&G Data plus an additional amount equal to one hundred percent (100%) of such Non-Consenting Party’s Participating Interest share of the costs incurred in obtaining such G&G Data.