Common use of Amendments to Underlying Instruments Clause in Contracts

Amendments to Underlying Instruments. (a) In the performance of its obligations hereunder, so long as no Event of Default shall have occurred and be continuing and no Borrowing Base Deficiency is in effect (or would result from such action), the Borrower (or the Investment Manager on its behalf) may enter into any amendment, modification or waiver of, consent or supplement to, or inaction with respect to any Underlying Instrument (each, an “Amendment”); provided that, if any such Amendment is a Material Modification: (1) unless the Administrative Agent has otherwise expressly consented to such Amendment (such consent to be granted or withheld in the Administrative Agent’s sole and absolute discretion; provided that any failure by the Administrative Agent to respond within 15 Business Days (but only when the Borrower (or the Investment Manager on its behalf) has repeated the request again at least 7 Business Days prior to the effective date on the documentation containing such Material Modification) shall be deemed to constitute a consent), the Adjusted Balance of any Collateral Obligation subject to a Material Modification shall be zero upon the effective date on the documentation containing such Material Modification unless the Administrative Agent provides a different Adjusted Balance in writing; and (2) in respect of any Material Modification: (A) the Borrower shall have delivered to the Administrative Agent a summary of such Material Modification, along with a description of the rationale of such request and the then-most recent available draft documentation in connection therewith (each, a “Draft Amendment Package”) and requested confirmation that the Administrative Agent (in its sole and absolute discretion) consents to such Amendment (each, a “Material Modification Consent Request”); and (B) either:

Amendments to Underlying Instruments. (a) In the performance of its obligations hereunder, so long as no Event of Default shall have occurred and be continuing and no Borrowing Base Deficiency is in effect (or would result from such action)continuing, the Borrower (or the Investment Manager Services Provider on its behalf) may enter into any amendment, modification amendment or waiver of, consent or supplement to, or inaction with respect to any Underlying Instrument (each, an “Amendment”); provided that, if any such Amendment is a Material Modification: (1) unless the Administrative Agent has otherwise expressly consented to such Amendment (such consent to be granted or withheld in the Administrative Agent’s sole and absolute discretion; provided that any failure by the Administrative Agent to respond within 15 Business Days (but only when the Borrower (or the Investment Manager on its behalf) has repeated the request again at least 7 Business Days prior to the effective date on the documentation containing such Material Modification) shall be deemed to constitute a consent), the Adjusted Balance of any Collateral Obligation subject to a Material Modification shall be zero upon the effective date on the documentation containing such Material Modification unless the Administrative Agent provides a different Adjusted Balance in writing; and (2) in respect of any Material Modification: (A) the Borrower shall have delivered deliver to the Administrative Agent a summary of such Material ModificationAmendment, along with a description of the rationale of such request and the then-most recent available draft documentation in connection therewith (each, a “Draft Amendment Package”) and requested confirmation provide notice to the Lenders thereof (it being understood that posting such Draft Amendment Package to the Transaction Data Room does not constitute delivery or notice, as applicable, for such purposes but that notice to the Lenders that a Draft Amendment Package is available in the Transaction Data Room does constitute notice to the Lenders for such purpose) at least ten (10) Business Days prior to the effective date of such Amendment (the period prior to the Administrative Agent taking action with respect to such Draft Amendment Package or the expiration of such ten (10) Business Day period, the related “Approval Period”); (2) (1) if such Amendment is a Material Amendment or otherwise would effect a Specified Change (as determined by the Borrower in its commercially reasonable discretion): (A) a Value Adjustment Event shall occur with respect to the related Collateral Obligation (whether or not such Amendment has been consented to or rejected bythe Borrower shall deliver to the Administrative Agent xxxxx the Lenders) as provided in the definitions of “Value Adjustment Event” and “Specified Change”; and a copy of such Material Amendment promptly (and in any case within five (5) Business Days) following receipt thereof; (B) unless (i) the Administrative Agent has expressly consented to such Amendment (such consent to be granted or withheld in the Administrative Agent’s sole and absolute discretion) consents or (ii) the Administrative Agent (x) has received from the Borrower a second notice of such Amendment five (5) Business Days following the receipt of the Draft Amendment Package and (y) shall fail to object to such Amendment within five (each5) Business Days following the receipt of such second notice, the Borrowing Base Value of such Collateral Obligation shall be zero upon the effective date of such Amendment; provided that the Requisite Lenders acting in a “Material Modification Consent Request”); and commercially reasonable manner may (Bso long as the Administrative Agent has not already provided consent thereto) either:object to such Amendment by providing notice thereof as soon as reasonably practicable to the Administrative Agent, in which case the Borrowing Base Value of the such Collateral Obligation shall be zero upon the delivery of such notice;

Amendments to Underlying Instruments. (a) In the performance of its obligations hereunder, so long as no Event of Default shall have occurred and be continuing and no Borrowing Base Deficiency is in effect (or would result from such action)continuing, the Borrower (or the Investment Manager Services Provider on its behalf) may enter into any amendment, modification amendment or waiver of, consent or supplement to, or inaction with respect to any Underlying Instrument (each, an “Amendment”); provided that, if any such Amendment is a Material Modification: (1) unless the Administrative Agent has otherwise expressly consented to such Amendment (such consent to be granted or withheld in the Administrative Agent’s sole and absolute discretion; provided that any failure by the Administrative Agent to respond within 15 Business Days (but only when the Borrower (or the Investment Manager on its behalf) has repeated the request again at least 7 Business Days prior to the effective date on the documentation containing such Material Modification) shall be deemed to constitute a consent), the Adjusted Balance of any Collateral Obligation subject to a Material Modification shall be zero upon the effective date on the documentation containing such Material Modification unless the Administrative Agent provides a different Adjusted Balance in writing; and (2) in respect of any Material Modification: (A) the Borrower shall have delivered deliver to the Administrative Agent a summary of such Material ModificationAmendment, along with a description of the rationale of such request and the then-most recent available draft documentation in connection therewith (each, a “Draft Amendment Package”) and requested confirmation provide notice to the Lenders thereof (it being understood that posting such Draft Amendment Package to the Transaction Data Room does not constitute delivery or notice, as applicable, for such purposes but that notice to the Lenders that a Draft Amendment Package is available in the Transaction Data Room does constitute notice to the Lenders for such purpose) at least ten (10) Business Days prior to the effective date of such Amendment (the period prior to the Administrative Agent (in its sole and absolute discretion) consents taking action with respect to such Draft Amendment Package or the expiration of such ten (each10) Business Day period, a the related “Material Modification Consent RequestApproval Period”); (2) if such Amendment is a Material Amendment or otherwise would effect a Specified Change: (A) a Value Adjustment Event shall occur with respect to the related Collateral Obligation (whether or not such Amendment has been consented to or rejected by the Administrative Agent or the Lenders) as provided in the definitions of “Value Adjustment Event” and “Specified Change”; and (B) either:unless (i) the Administrative Agent has expressly consented to such Amendment (such consent to be granted or withheld in the Administrative Agent’s sole and absolute discretion) or (ii) the Administrative Agent (x) has received from the Borrower a second notice of such Amendment five (5) Business Days following the receipt of the Draft Amendment Package and (y) shall fail to object to such Amendment within five (5) Business Days following the receipt of such second notice, the Borrowing Base Value of such Collateral Obligation shall be zero upon the effective date of such Amendment; provided that the Requisite Lenders acting in a commercially reasonable manner may (so long as the Administrative Agent has not already provided consent thereto) object to such Amendment by providing notice thereof as soon as reasonably practicable to the Administrative Agent, in which case the Borrowing Base Value of the such Collateral Obligation shall be zero upon the delivery of such notice; (3) if such Amendment constitutes a Material Amendment (but does not otherwise constitute a Specified Change) but the Administrative Agent has provided written notice within the Approval Period that the Administrative Agent will not treat such Amendment as a Value Adjustment Event, then no Value Adjustment Event shall result from the execution of such Amendment. (b) If an Event of Default has occurred and is continuing, the Borrower (or the Services Provider on their behalf) may not enter into any Amendment with respect to any Collateral Obligation unless the Requisite Lenders have otherwise consented to such Amendment in their sole and absolute discretion. If an Event of Default has occurred and is continuing, the Borrowing Base Value of any Collateral Obligation that is the subject of a Specified Change or an Amendment for which the Requisite Lenders has not granted their consent shall be zero. (c) The Borrower shall deliver executed copies of all Amendments to the Administrative Agent and the Lenders within three Business Days of execution thereof, which executed documentation shall be consistent in all material respect with the documentation included in the Draft Amendment Package, unless otherwise consented to by the Requisite Lenders in their sole and absolute discretion. Notwithstanding the foregoing provisions in this Section 8.5, the Borrower may extend the delivery dates for underlying deliverables (i.e. financial statements, officer certificates and similar documentary items) under the Underlying Instruments for each Collateral Obligation, in each case up to a maximum of 30 days, without the consent of the Administrative Agent or any Lender.

Amendments to Underlying Instruments. (a) In the performance of its obligations hereunder, so long as no Event of Default shall have occurred and be continuing and no Borrowing Base Deficiency is in effect (or would result from such action)continuing, the Borrower (or the Investment Collateral Manager on its behalfbehalf ) may enter into any amendment, modification or waiver of, consent or supplement to, or inaction with respect to any Underlying Instrument (each, an “Amendment”); provided that, if any such Amendment is a Material Modification: (1) unless the Administrative Agent has otherwise expressly consented to such Amendment (such consent to be granted or withheld in the Administrative Agent’s sole and absolute discretion; provided that any failure by the Administrative Agent to respond within 15 Business Days (but only when the Borrower (or the Investment Manager on its behalf) has repeated the request again at least 7 Business Days prior to the effective date on the documentation containing such Material Modification) shall be deemed to constitute a consent), the Adjusted Balance of any Collateral Obligation subject to a Material Modification shall be zero upon the effective date on the documentation containing such Material Modification unless the Administrative Agent provides a different Adjusted Balance in writing; and [reserved] (2) if , in respect of any the Borrower’s commercially reasonable discretion, such Amendment constitutes a Material Modification: Modif ication, (A) the Borrower shall use commercially reasonable ef forts to have delivered to the Administrative Agent promptly (and in any case within f ive 113 Business Days of knowledge thereof) notice thereof , inc luding a summary of such Material ModificationAmendment, along with a description and to the extent provided to the Borrower, copies of the rationale of such request and the then-most recent available draft near- f inal draf t documentation in connection therewith (each, a “Draft Amendment Package”) and requested confirmation that the Administrative Agent (in its sole and absolute discretion) consents to such Amendment (each, a “Material Modification Consent RequestDraft Amendment Package”); and and (B) either:following receipt of such notice, (x) the Administrative Agent may provide written notice to the Borrower that the Administrative Agent has determined that such Amendment is a Value Adjustment Event with respect to the related Collateral Obligation; or (y) if the Administrative Agent has not responded within 5 Business Days, then such Amendment shall be deemed not to be a Value Adjustment Event with respect to the related Collateral Obligation.

Amendments to Underlying Instruments. (a) In If the performance of its obligations hereunder, so long as no Event of Default shall have occurred and be continuing and no Borrowing Base Deficiency is in effect (or would result from such action), the Borrower (Issuer or the Investment Manager on its behalf) may enter into receives any written notice pursuant to the Underlying Instruments of a Collateral Obligation or other formal written communication concerning any amendment, supplement, consent, waiver or other modification of any Collateral Obligation or waiver of, consent or supplement to, or inaction with respect to any related Underlying Instrument or rights thereunder which in the commercially reasonable judgement of the Investment Manager is not solely administrative, ministerial or clerical in nature (each, an “Amendment”)) with respect to any Collateral Obligation or any related Underlying Instrument, or makes any affirmative determination to exercise any rights or remedies thereunder, it will, subject to Applicable Law and any confidentiality obligation it is bound by, give prompt (and in any event, not later than five (5) Business Days’ following the Issuer or the Investment Manager obtaining knowledge of its receipt of such written notice or communication or the making of such affirmative determination) notice thereof to the Liquidation Agent; provided that (x) the Issuer or the Investment Manager, as applicable, shall not be required to give prior notice of an Amendment to the Liquidation Agent with respect to any Amendment or proposed Amendment which the Investment Manager will not take a formal, affirmative action pursuant to the applicable Underlying Instruments and (y) if no Event of Default has occurred and is continuing, the Issuer and the Investment Manager shall have no obligation to provide any such communications regarding Amendments or determinations to exercise any rights or remedies under any Underlying Instruments, but shall, subject to Applicable Law and any confidentiality obligation it is bound by, provide the Liquidation Agent with a copy of each executed Amendment not later than five (5) Business Days following the Issuer or the Investment Manager obtaining knowledge of its receipt of a copy thereof. In any such event, the Issuer shall exercise all voting and other powers of ownership relating to such Amendment or the exercise of such rights or remedies as the Investment Manager shall deem appropriate under the circumstances; provided that, if the Notes outstanding have become due and payable in full in accordance with Article V of the Indenture, the Issuer will exercise all voting and other powers of ownership with respect to any Material Modification as the Liquidation Agent shall instruct (it being understood that, if the terms of the related Underlying Instrument expressly prohibit or restrict any such Amendment is a Material Modification: (1) unless the Administrative Agent has otherwise expressly consented to such Amendment (such consent to be granted or withheld in the Administrative Agent’s sole and absolute discretion; provided that any failure by the Administrative Agent to respond within 15 Business Days (but only when the Borrower (or the Investment Manager on its behalf) has repeated the request again at least 7 Business Days prior rights given to the effective date on the documentation containing Liquidation Agent, then such Material Modification) right shall be deemed limited to constitute a consentthe extent necessary so that such prohibition or restriction is not violated). In any such case, following the Issuer’s receipt thereof and subject to any confidentiality obligations to which it is subject and any Applicable Law, the Adjusted Balance of any Collateral Obligation subject to a Material Modification Issuer shall be zero upon the effective date on the documentation containing such Material Modification unless the Administrative Agent provides a different Adjusted Balance in writing; and (2) in respect of any Material Modification: (A) the Borrower shall have delivered promptly provide to the Administrative Liquidation Agent a summary copies of such Material Modificationall executed amendments to Underlying Instruments, along with a description of the rationale of such request and the then-most recent available draft documentation executed waiver or consent forms or other material documents executed or delivered in connection therewith (each, a “Draft Amendment Package”) and requested confirmation that the Administrative Agent (in its sole and absolute discretion) consents to such Amendment (each, a “Material Modification Consent Request”); and (B) either:with any Amendment.