Common use of Without Consent of the Lenders Clause in Contracts

Without Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents without notice to or consent of any Lender: (i) to cure any ambiguity, defect or inconsistency; (ii) to add a Guarantor with respect to the Loans or Collateral to secure the Loans; (iii) to make any change that would provide any additional rights or benefits to the Lenders or that does not adversely affect the rights of any Lender (iv) to release Collateral or a Guarantee as permitted by this Agreement, the Collateral Agreements or the Intercreditor Agreement; (v) to evidence and provide for the acceptance of the appointment under this Agreement, the Intercreditor Agreement and the Collateral Agreements of a successor Administrative Agent, Collateral Agent or Pari Passu Collateral Agent; (vi) to add to the covenants of the Parent or any of its Subsidiaries for the benefit of the Lenders or to surrender any right or power herein conferred upon the Parent or any of its Subsidiaries; (vii) to the extent necessary to integrate any Extended Loans as contemplated pursuant to Section 2.22; (viii) to enter into, and to perfect security interests and Liens granted therein, the Collateral Agreements and transactions contemplated thereby respecting Bahamian registration of the Tungsten Explorer and its mortgaging after the Closing Date; and (ix) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the Closing Date, including with respect to Drilling Contracts and Internal Charters. The Intercreditor Agreement may be amended without the consent of any Lender or Agent in connection with the permitted entry into the Intercreditor Agreement of any class of additional secured creditors holding other Pari Passu Obligations to effectuate such entry into the Intercreditor Agreement. Each Lender hereunder (x) consents to the amendment of any Loan Document in the manner and for the purposes set forth in this Section 10.01(a), (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Loan Document pursuant to this Section 10.01(a) and (z) authorizes and instructs the Administrative Agent to enter into any amendment to any Loan Document pursuant to this Section 10.01(a) on behalf of such Lender. After an amendment under this Section 10.01(a) becomes effective, the Administrative Borrower shall mail to the Administrative Agent, who shall promptly notify the Lenders, a notice briefly describing such amendment. The failure to give such notice to the Administrative Agent, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01(a).

Without Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents without notice to or consent of any Lender: (i) to cure any ambiguity, defect or inconsistency; (ii) to add a Guarantor with respect to the Loans or Collateral to secure the Loans; (iii) to make any change that would provide any additional rights or benefits to the Lenders or that does not adversely affect the rights of any Lender (iv) to release Collateral or a Guarantee as permitted by this Agreement, the Collateral Agreements or the Intercreditor Agreement; (v) to evidence and provide for the acceptance of the appointment under this Agreement, the Intercreditor Agreement and the Collateral Agreements of a successor Administrative Agent, Collateral Agent or Pari Passu Collateral Agent; (vi) to add to the covenants of the Parent or any of its Subsidiaries for the benefit of the Lenders or to surrender any right or power herein conferred upon the Parent or any of its Subsidiaries; (vii) to the extent necessary to integrate any Extended Loans as contemplated pursuant to Section 2.22; (viii) to enter into, and to perfect security interests and Liens granted therein, the Collateral Agreements and transactions contemplated thereby respecting Bahamian registration of the Tungsten Explorer and its mortgaging after the Closing Date; and (ix) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the Closing DateDate respecting the Tungsten Explorer Construction Contract, including with respect to Drilling Contracts and Internal Charters. The Intercreditor Agreement may be amended without the consent of any Lender or Agent in connection with the permitted entry into the Intercreditor Agreement of any class of additional secured creditors holding other Pari Passu Obligations to effectuate such entry into the Intercreditor Agreement. Each Lender hereunder (x) consents to the amendment of any Loan Document in the manner and for the purposes set forth in this Section 10.01(a), (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Loan Document pursuant to this Section 10.01(a) and (z) authorizes and instructs the Administrative Agent to enter into any amendment to any Loan Document pursuant to this Section 10.01(a) on behalf of such Lender. After an amendment under this Section 10.01(a) becomes effective, the Administrative Borrower shall mail to the Administrative Agent, who shall promptly notify the Lenders, a notice briefly describing such amendment. The failure to give such notice to the Administrative Agent, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01(a).

Without Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents Documents, including the Intercreditor Agreements, without notice to or consent of any Lender: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Borrower or any Subsidiary Guarantor under this Agreement or any other Loan Document (in each case so long as such successor corporation, partnership or limited liability company is designated in accordance with Article V); (iii) to comply with Article V; (iv) to add a Subsidiary Guarantor with respect to the Loans or Collateral to secure the Loans; (iii) to make any change that would provide any additional rights or benefits to the Lenders or that does not adversely affect the rights of any Lender (ivv) to release Collateral or a Subsidiary Guarantee as permitted by this Agreement, the Collateral Agreements Security Documents or the Intercreditor Agreement; (v) to evidence and provide for the acceptance of the appointment under this Agreement, the Intercreditor Agreement and the Collateral Agreements of a successor Administrative Agent, Collateral Agent or Pari Passu Collateral AgentAgreements; (vi) to add additional secured creditors holding Other Priority-Lien Obligations, First-Priority Lien Obligations or other Junior Lien Obligations so long as such obligations are not prohibited by this Agreement or the Security Documents; (vii) to add to the covenants of the Parent Borrower or any of its Subsidiaries for the benefit of the Lenders or to surrender any right or power herein conferred upon the Parent Borrower or any of its SubsidiariesSubsidiary; (viiviii) to the extent necessary to integrate any Incremental Commitment or Extended Loans as contemplated pursuant to Section 2.22; (viii) to enter into, 2.23 and to perfect security interests and Liens granted therein, the Collateral Agreements and transactions contemplated thereby respecting Bahamian registration of the Tungsten Explorer and its mortgaging after the Closing Date2.24; and (ix) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to make any change that does not adversely affect the Closing Date, including with respect to Drilling Contracts and Internal Chartersrights of any Lender. The Intercreditor Agreement Agreements may be amended without the consent of any Lender or Agent in connection with the permitted entry into the Intercreditor Agreement Agreements of any class of additional secured creditors holding other Pari Passu Other Priority-Lien Obligations, First-Priority Lien Obligations or Junior Lien Obligations to effectuate such entry into the Intercreditor AgreementAgreements and to make the lien of such class equal and ratable with, pari passu with or junior to, as applicable, the lien of the First-Priority Lien Obligations, the Loans, the Other Priority-Lien Obligations or the Junior Lien Obligations, as applicable. Each Lender hereunder (x) consents to the amendment of any Loan Document Document, including the Intercreditor Agreements, in the manner and for the purposes set forth in this Section 10.01(a9.01(a), (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Loan Document Document, including the Intercreditor Agreements, pursuant to this Section 10.01(a9.01(a) and (z) authorizes and instructs the Administrative Agent and/or the Collateral Agent to enter into any amendment to any Loan Document Document, including any Intercreditor Agreement, pursuant to this Section 10.01(a9.01(a) on behalf of such Lender. After an amendment under this Section 10.01(a9.01(a) becomes effective, the Administrative Borrower shall mail to the Administrative Agent, who shall promptly notify the Lenders, a notice briefly describing such amendment. The failure to give such notice to the Administrative Agent, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01(a9.01(a).

Without Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents without notice to or consent of any Lender: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Borrower or any Subsidiary Guarantor under this Agreement or any other Loan Document (in each case so long as such successor corporation, partnership or limited liability company is designated in accordance with Article V); (iii) to comply with Article V; (iv) to add a Subsidiary Guarantor with respect to the Loans or Collateral to secure the Loans; (iii) to make any change that would provide any additional rights or benefits to the Lenders or that does not adversely affect the rights of any Lender (ivv) to release Collateral or a Subsidiary Guarantee as permitted by this Agreement, the Collateral Agreements Security Documents or the Intercreditor Agreement; (v) to evidence and provide for the acceptance of the appointment under this Agreement, the Intercreditor Agreement and the Collateral Agreements of a successor Administrative Agent, Collateral Agent or Pari Passu Collateral AgentAgreements; (vi) to add additional secured creditors holding Other Second-Lien Obligations, First-Priority Lien Obligations or other Junior Lien Obligations so long as such obligations are not prohibited by this Agreement or the Security Documents; (vii) to add to the covenants of the Parent Borrower or any of its Subsidiaries for the benefit of the Lenders or to surrender any right or power herein conferred upon the Parent Borrower or any of its SubsidiariesSubsidiary; (viiviii) to the extent necessary to integrate any Incremental Commitment or Extended Loans as contemplated pursuant to Section 2.22; (viii) to enter into, 2.23 and to perfect security interests and Liens granted therein, the Collateral Agreements and transactions contemplated thereby respecting Bahamian registration of the Tungsten Explorer and its mortgaging after the Closing Date2.24; and (ix) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to make any change that does not adversely affect the Closing Date, including with respect to Drilling Contracts and Internal Chartersrights of any Lender. The Intercreditor Agreement Agreements may be amended without the consent of any Lender or Agent in connection with the permitted entry into the Intercreditor Agreement Agreements of any class of additional secured creditors holding other Pari Passu Other Second-Lien Obligations, First-Priority Lien Obligations or Junior Lien Obligations to effectuate such entry into the Intercreditor AgreementAgreements and to make the lien of such class equal and ratable with, as applicable, the lien of the First-Priority Lien Obligations, the Other Second-Lien Obligations or the Junior Lien Obligations. Each Lender hereunder (x) consents to the amendment of any Loan Document in the manner and for the purposes set forth in this Section 10.01(a9.01(a), (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Loan Document pursuant to this Section 10.01(a9.01(a) and (z) authorizes and instructs the Administrative Agent to enter into any amendment to any Loan Document pursuant to this Section 10.01(a9.01(a) on behalf of such Lender. After an amendment under this Section 10.01(a9.01(a) becomes effective, the Administrative Borrower shall mail to the Administrative Agent, who shall promptly notify the Lenders, a notice briefly describing such amendment. The failure to give such notice to the Administrative Agent, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01(a9.01(a).

Without Consent of the Lenders. The Administrative Borrower Borrowers and the Administrative Agent may amend this Agreement and the other Loan Documents without notice to or consent of any Lender: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Borrowers or any Guarantor under this Agreement or any other Loan Document (in each case so long as such successor corporation, partnership or limited liability company is designated in accordance with Article VI); (iii) to comply with Article VI; (iv) to add a Guarantor with respect to the Loans or Collateral to secure the Loans; (iii) to make any change that would provide any additional rights or benefits to the Lenders or that does not adversely affect the rights of any Lender (ivv) to release Collateral or a Subsidiary Guarantee as permitted by this Agreement, the Collateral Agreements Security Documents or the Intercreditor Agreement; (v) to evidence and provide for the acceptance of the appointment under this Agreement, the Intercreditor Agreement and the Collateral Agreements of a successor Administrative Agent, Collateral Agent or Pari Passu Collateral Agent; (vi) to add to additional secured creditors holding Pari Passu Term Loan Indebtedness, so long as such obligations are not prohibited by this Agreement or the covenants of the Parent or any of its Subsidiaries for the benefit of the Lenders or to surrender any right or power herein conferred upon the Parent or any of its SubsidiariesSecurity Documents; (vii) to the extent necessary to integrate any Incremental Commitment or Extended Loans as contemplated pursuant to Section 2.22;2.19 and 2.20; and (viii) to enter into, and to perfect security interests and Liens granted therein, make any change that does not adversely affect the Collateral Agreements and transactions contemplated thereby respecting Bahamian registration rights of any Lender. Notwithstanding the Tungsten Explorer and its mortgaging after the Closing Date; and (ix) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent foregoing or anything else herein to the Closing Datecontrary, including with respect each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties to Drilling Contracts and Internal Chartersthe applicable Fee Letter. The Intercreditor Agreement may be amended without the consent of any Lender or Agent in connection with the permitted entry into the Intercreditor Agreement of any class (or Class) of additional secured creditors holding other Pari Passu Obligations Term Loan Indebtedness to effectuate such entry into the Intercreditor AgreementAgreement and to make the lien of such Class equal and ratable with the Secured Obligations. Each Lender hereunder (x) consents to the amendment of any Loan Document in the manner and for the purposes set forth in this Section 10.01(a), (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Loan Document pursuant to this Section 10.01(a) and (z) authorizes and instructs the Administrative Agent to enter into any amendment to any Loan Document pursuant to this Section 10.01(a) on behalf of such Lender. After an amendment under this Section 10.01(a) becomes effective, the Administrative Borrower shall mail to the Administrative Agent, who shall promptly notify the Lenders, a notice briefly describing such amendment. The failure to give such notice to the Administrative Agent, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01(a).