Common use of Amendments; Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation Clause in Contracts

Amendments; Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation. (a) This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 17.2. Subject to the next succeeding paragraph, the Borrower, the Required Lenders and the Agent may, upon written notice to the Collateral Manager and each Lender Agent, from time to time enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided, that no such amendment, supplement, waiver or modification shall (i) reduce the amount of, alter the pro rata application of, or extend the maturity of any payment with respect to a Revolving Loan or Term Loan or reduce the rate or extend the time of payment of Interest thereon, or reduce or alter the timing or pro rata application of any other amount payable to any Revolving Lender hereunder, or increase or extend the term of the Commitments, in each case without the consent of each Lender affected thereby, (ii) amend, modify or waive any provision of this Section 17.2(a) or Section 17.11, or reduce the percentage specified in the definition of Required Lenders, in each case without the written consent of all Revolving Lenders or Term Loan Lenders, (iii) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Agent or the Collateral Custodian, in each case without the prior written consent of the Collateral Agent or the Collateral Custodian, as applicable, (iv) amend, modify or waive any provision adversely affecting the obligations or duties of the Agent, in each case without the prior written consent of the Agent, (v) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Custodian, in each case without the prior written consent of the Collateral Custodian, (vi) constitute a Fundamental Amendment without the prior written consent of each Lender, (vii) waive any Event of Default or Collateral Manager Event of Default without the prior written consent of the Majority Lenders, (viii) materially affect the rights or duties of the Collateral Manager unless the Collateral Manager has consented thereto or (ix) materially affect the obligations of the Swingline Lender under this Agreement or any other Transaction Document unless in writing and signed by the Swingline Lender; provided further that, in the event of any conflict or inconsistency between clause (i) or clause (ii) above on the one hand and clause (vi) above on the other, clause (i) or clause (ii), as the case may be, shall prevail to the extent of such conflict or inconsistency. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement. In connection with any proposed amendment or waiver of this Agreement or any other Transaction Document pursuant to this Section 17.2, if, in the Borrower’s reasonable determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender, then the Borrower shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lender Agents a copy of such proposed amendment or waiver and such amendment or waiver shall become effective without consent of the Required Lenders (for the avoidance of doubt, with consent of the Agent and other Lender or Lenders required by the preceding paragraph); provided that if any Lender or its Lender Agent notifies the Borrower prior to the execution of such proposed amendment or waiver that, based on its reasonable determination such proposed amendment or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will be effective only upon the consent of the Required Lenders, Agent and other Lender or Lenders required by the preceding paragraph.

Amendments; Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation. (a) This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 17.2. Subject to the next succeeding paragraphThe Borrower and, the Borrower, Agent and the Required Lenders and the Agent may, upon written notice to the Collateral Manager and Servicer, each Lender Agent and the Collateral Agent, from time to time enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; providedprovided that, that no such amendment, supplement, waiver or modification shall (i) reduce the amount of, alter the pro rata application of, or extend the maturity of any payment with respect to a Revolving Loan or Term Loan or reduce the rate or extend the time of payment of Interest thereon, or reduce or alter the timing or pro rata application of any other amount payable to any Revolving Lender hereunder, or increase or extend the term of the Commitments, in each case without the consent of each Lender affected thereby, (ii) amend, modify or waive any provision of this Section 17.2(a) or Section 17.11, or reduce the percentage specified in the definition of Required Lenders, in each case without the written consent of all Revolving Lenders or Term Loan Lenders, (iii) amend, modify or waive any provision adversely affecting the obligations or duties of Collateral Agent, the Collateral Agent Administrator or the Collateral Document Custodian, in each case without the prior written consent of the Collateral Agent Agent, the Collateral Administrator or the Collateral Document Custodian, as applicable, (ivii) amend, modify or waive any provision adversely affecting the obligations or duties of the Agent, in each case without the prior written consent of the Agent, (v) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Custodian, in each case without the prior written consent of the Collateral Custodian, (viiii) constitute a Fundamental Amendment without the prior written consent of each Lenderaffected Lender (including any Defaulting Lender but solely to the extent that the consent of any such Defaulting Lender is required pursuant to Section 17.2(h) below), (viiiv) waive any Event of Default or Collateral Manager Servicer Event of Default without the prior written consent of the Majority LendersRequired Lenders or, (viiiv) materially affect the rights or duties of the Collateral Manager Servicer unless the Collateral Manager Servicer has consented thereto or (ixvi) materially and directly affect the obligations of solely the Swingline Lender under this Agreement or any other Transaction Document unless in writing and signed by the Swingline Lender; provided further that, in the event of any conflict or inconsistency between clause (i) or clause (ii) above on the one hand and clause (vi) above on the other, clause (i) or clause (ii), as the case may be, shall prevail to the extent of such conflict or inconsistency. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement. In connection with any proposed amendment or waiver of this Agreement or any other Transaction Document pursuant to this Section 17.2, if, in the Borrower’s reasonable determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender, then the Borrower shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lender Agents a copy of such proposed amendment or waiver and such amendment or waiver shall become effective without consent of the Required Lenders (for the avoidance of doubt, with consent of the Agent and other Lender or Lenders required by the preceding paragraph); provided that if any Lender or its Lender Agent notifies the Borrower prior to the execution of such proposed amendment or waiver that, based on its reasonable determination such proposed amendment or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will be effective only upon the consent of the Required Lenders, Agent and other Lender or Lenders required by the preceding paragraph.

Amendments; Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation. (a) (a) This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 17.2. Subject to the next succeeding paragraph, the Borrower, the Required Lenders The Borrower and the Agent may, upon written notice to the Collateral Manager Servicer and each Lender Agent, from time to time enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided, that no such amendment, supplement, waiver or modification shall (i) reduce the amount of, alter the pro rata application of, of or extend the maturity of any payment with respect to a Revolving Loan or Term Loan or reduce the rate or extend the time of payment of Interest thereon, or reduce or alter the timing or pro rata application of any other amount payable to any Revolving Lender hereunder, or increase or extend the term of the Commitments, in each case without the consent of each Lender affected thereby, (ii) amend, modify or waive any provision of this Section 17.2(a) 17.2 or Section 17.11, or reduce the percentage specified in the definition of Required Lenders, in each case without the written consent of all Revolving Lenders or Term Loan Lenders, (iii) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Agent or the Collateral CustodianAdministrator, in each case without the prior written consent of the Collateral Agent or the Collateral CustodianAdministrator, as applicable, (iv) amend, modify or waive any provision adversely affecting the obligations or duties of the Agent, in each case without the prior written consent of the Agent, (v) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Document Custodian, in each case without the prior written consent of the Collateral Document Custodian, (vi) constitute a Fundamental Amendment without the prior written consent of each LenderLender that is adversely affected by such Fundamental Amendment, (vii) waive any Event of Default or Collateral Manager Servicer Event of Default without the prior written consent of the Majority Required Lenders, or (viii) materially affect the rights or duties of the Collateral Manager Servicer unless the Collateral Manager Servicer has consented thereto or (ix) materially affect the obligations of the Swingline Lender under this Agreement or any other Transaction Document unless in writing and signed by the Swingline Lender; provided further that, in the event of any conflict or inconsistency between clause (i) or clause (ii) above on the one hand and clause (vi) above on the other, clause (i) or clause (ii), as the case may be, shall prevail to the extent of such conflict or inconsistency. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement. In connection with any proposed amendment or waiver of this Agreement or any other Transaction Document pursuant to this Section 17.2, if, in the Borrower’s reasonable determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender, then the Borrower shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lender Agents a copy of such proposed amendment or waiver and such amendment or waiver shall become effective without consent of the Required Lenders (for the avoidance of doubt, with consent of the Agent and other Lender or Lenders required by the preceding paragraph); provided that if any Lender or its Lender Agent notifies the Borrower prior to the execution of such proposed amendment or waiver that, based on its reasonable determination such proposed amendment or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will be effective only upon the consent of the Required Lenders, Agent and other Lender or Lenders required by the preceding paragraphthereto.

Amendments; Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation. (a) This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 17.2. Subject to the next succeeding paragraph, the Borrower, the Required Lenders The Borrower and the Agent may, upon written notice to the Collateral Manager and Servicer, each Lender Agent and the Collateral Agent, from time to time enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; providedprovided that, that no such amendment, supplement, waiver or modification shall (i) reduce the amount of, alter the pro rata application of, or extend the maturity of any payment with respect to a Revolving Loan or Term Loan or reduce the rate or extend the time of payment of Interest thereon, or reduce or alter the timing or pro rata application of any other amount payable to any Revolving Lender hereunder, or increase or extend the term of the Commitments, in each case without the consent of each Lender affected thereby, (ii) amend, modify or waive any provision of this Section 17.2(a) or Section 17.11, or reduce the percentage specified in the definition of Required Lenders, in each case without the written consent of all Revolving Lenders or Term Loan Lenders, (iii) amend, modify or waive any provision adversely affecting the obligations or duties of Collateral Agent, the Collateral Agent Administrator or the Collateral Document Custodian, in each case without the prior written consent of the Collateral Agent Agent, the Collateral Administrator or the Collateral Document Custodian, as applicable, (ivii) amend, modify or waive any provision adversely affecting the obligations or duties of the Agent, in each case without the prior written consent of the Agent, (v) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Custodian, in each case without the prior written consent of the Collateral Custodian, (viiii) constitute a Fundamental Amendment without the prior written consent of each Lenderaffected Lender (including any Defaulting Lender but solely to the extent that the consent of any such Defaulting Lender is required pursuant to Section 17.2(h) below), (viiiv) waive any Event of Default or Collateral Manager Servicer Event of Default without the prior written consent of the Majority Lenders, Required Lenders or (viiiv) materially affect the rights or duties of the Collateral Manager Servicer unless the Collateral Manager Servicer has consented thereto or (ix) materially affect the obligations of the Swingline Lender under this Agreement or any other Transaction Document unless in writing and signed by the Swingline Lender; provided further that, in the event of any conflict or inconsistency between clause (i) or clause (ii) above on the one hand and clause (vi) above on the other, clause (i) or clause (ii), as the case may be, shall prevail to the extent of such conflict or inconsistency. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement. In connection with any proposed amendment or waiver of this Agreement or any other Transaction Document pursuant to this Section 17.2, if, in the Borrower’s reasonable determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender, then the Borrower shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lender Agents a copy of such proposed amendment or waiver and such amendment or waiver shall become effective without consent of the Required Lenders (for the avoidance of doubt, with consent of the Agent and other Lender or Lenders required by the preceding paragraph); provided that if any Lender or its Lender Agent notifies the Borrower prior to the execution of such proposed amendment or waiver that, based on its reasonable determination such proposed amendment or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will be effective only upon the consent of the Required Lenders, Agent and other Lender or Lenders required by the preceding paragraphthereto.

Amendments; Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation. (a) (a) This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 17.2. Subject to the next succeeding paragraph, the Borrower, the Required Lenders The Borrower and the Agent may, upon written notice to the Collateral Manager Servicer and each Lender Agent, from time to time enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided, that no such amendment, supplement, waiver or modification shall (i) reduce the amount of, alter the pro rata application of, of or extend the maturity of any payment with respect to a Revolving Loan or Term Loan or reduce the rate or extend the time of payment of Interest thereon, or reduce or alter the timing or pro rata application of any other amount payable to any Revolving Lender hereunder, or increase or extend the term of the Commitments, in each case without the -160- USActive 55636781.2055636781.26 EXHIBIT 10.20 consent of each Lender affected thereby, (ii) amend, modify or waive any provision of this Section 17.2(a) 17.2 or Section 17.11, or reduce the percentage specified in the definition of Required Lenders, in each case without the written consent of all Revolving Lenders or Term Loan Lenders, (iii) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Agent or the Collateral CustodianAdministrator, in each case without the prior written consent of the Collateral Agent or the Collateral CustodianAdministrator, as applicable, (iv) amend, modify or waive any provision adversely affecting the obligations or duties of the Agent, in each case without the prior written consent of the Agent, (v) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Custodian, in each case without the prior written consent of the Collateral Custodian, (vi) constitute a Fundamental Amendment without the prior written consent of each Lender, (vii) waive any Event of Default or Collateral Manager Servicer Event of Default without the prior written consent of the Majority Lenders, (viii) materially affect the rights or duties of the Collateral Manager Servicer unless the Collateral Manager Servicer has consented thereto or (ix) materially affect the obligations of the Swingline Lender under this Agreement or any other Transaction Document unless in writing and signed by the Swingline Lender; provided further that, in the event of any conflict or inconsistency between clause (i) or clause (ii) above on the one hand and clause (vi) above on the other, clause (i) or clause (ii), as the case may be, shall prevail to the extent of such conflict or inconsistency. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement. In connection with any proposed amendment or waiver of this Agreement or any other Transaction Document pursuant to this Section 17.2, if, in the Borrower’s reasonable determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender, then the Borrower shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lender Agents a copy of such proposed amendment or waiver and such amendment or waiver shall become effective without consent of the Required Lenders (for the avoidance of doubt, with consent of the Agent and other Lender or Lenders required by the preceding paragraph); provided that if any Lender or its Lender Agent notifies the Borrower prior to the execution of such proposed amendment or waiver that, based on its reasonable determination such proposed amendment or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will be effective only upon the consent of the Required Lenders, Agent and other Lender or Lenders required by the preceding paragraph.

Amendments; Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation. (a) This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 17.2. Subject to the next succeeding paragraph, the Borrower, the Required Lenders The Borrower and the Agent may, upon written notice to the Collateral Manager and each Lender Agent, from time to time enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided, that no such amendment, supplement, waiver or modification shall (i) reduce the amount of, alter the pro rata application of, of or extend the maturity of any payment with respect to a Revolving Loan or Term Loan or reduce the rate or extend the time of payment of Interest thereon, or reduce or alter the timing or pro rata application of any other amount payable to any Revolving Lender hereunder, or increase or extend the term of the Commitments, in each case without the consent of each Lender affected thereby, (ii) amend, modify or waive any provision of this Section 17.2(a) 17.2 or Section 17.1117.12, or reduce the percentage specified in the definition of Required Lenders, in each case without the written consent of all Revolving Lenders or Term Loan Lenders, (iii) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Agent or the Collateral Custodian, in each case without the prior written consent of the Collateral Agent or the Collateral Custodian, as applicable, (iv) amend, modify or waive any provision adversely affecting the obligations or duties of the Agent, in each case without the prior written consent of the Agent, (v) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Custodian, in each case without the prior written consent of the Collateral Custodian, (vi) constitute a Fundamental Amendment without the prior written consent of each Lender, (viivi) waive any Event of Default or Collateral Manager Event of Default without the prior written consent of the Majority Lenders, Lenders or (viiivii) materially affect the rights or duties of the Collateral Manager unless the Collateral Manager has consented thereto or (ix) materially affect the obligations of the Swingline Lender under this Agreement or any other Transaction Document unless in writing and signed by the Swingline Lender; provided further that, in the event of any conflict or inconsistency between clause (i) or clause (ii) above on the one hand and clause (vi) above on the other, clause (i) or clause (ii), as the case may be, shall prevail to the extent of such conflict or inconsistency. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement. In connection with any proposed amendment or waiver of this Agreement or any other Transaction Document pursuant to this Section 17.2, if, in the Borrower’s reasonable determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender, then the Borrower shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lender Agents a copy of such proposed amendment or waiver and such amendment or waiver shall become effective without consent of the Required Lenders (for the avoidance of doubt, with consent of the Agent and other Lender or Lenders required by the preceding paragraph); provided that if any Lender or its Lender Agent notifies the Borrower prior to the execution of such proposed amendment or waiver that, based on its reasonable determination such proposed amendment or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will be effective only upon the consent of the Required Lenders, Agent and other Lender or Lenders required by the preceding paragraphthereto.

Amendments; Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation. (a) This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 17.2. Subject TheSubject to the next succeeding paragraph, the Borrower, the Required Lenders and the Agent may, upon written notice to the Collateral Manager and each Lender Agent, from time to time enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided, that no such amendment, supplement, waiver or modification shall (i) reduce the amount of, alter the pro rata application of, or extend the maturity of any payment with respect to a Revolving Loan or Term Loan or reduce the rate or extend the time of payment of Interest thereon, or reduce or alter the timing or pro rata application of any other amount payable to any Revolving Lender hereunder, or increase or extend the term of the Commitments, in each case without the consent of each Lender affected thereby, (ii) amend, modify or waive any provision of this Section 17.2(a) or Section 17.11, or reduce the percentage specified in the definition of Required Lenders, in each case without the written consent of all Revolving Lenders or Term Loan Lenders, (iii) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Agent or the Collateral Custodian, in each case without the prior written consent of the Collateral Agent or the Collateral Custodian, as applicable, (iv) amend, modify or waive any provision adversely affecting the obligations or duties of the Agent, in each case without the prior written consent of the Agent, (v) amend, modify or waive any provision adversely affecting the obligations or duties of the Collateral Custodian, in each case without the prior written consent of the Collateral Custodian, (vi) constitute a Fundamental Amendment without the prior written consent of each Lender, (vii) waive any Event of Default or Collateral Manager Event of Default without the prior written consent of the Majority Lenders, (viii) materially affect the rights or duties of the Collateral Manager unless the Collateral Manager has consented thereto or (ix) materially affect the obligations of the Swingline Lender under this Agreement or any other Transaction Document unless in writing and signed by the Swingline Lender; provided further that, in the event of any conflict or inconsistency between clause (i) or clause (ii) above on the one hand and clause (vi) above on the other, clause (i) or clause (ii), as the case may be, shall prevail to the extent of such conflict or inconsistency. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement. In connection with any proposed amendment or waiver of this Agreement or any other Transaction Document pursuant to this Section 17.2, if, in the Borrower’s reasonable determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender, then the Borrower shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lender Agents a copy of such proposed amendment or waiver and such amendment or waiver shall become effective without consent of the Required Lenders (for the avoidance of doubt, with consent of the Agent and other Lender or Lenders required by the preceding paragraph); provided that if any Lender or its Lender Agent notifies the Borrower prior to the execution of such proposed amendment or waiver that, based on its reasonable determination such proposed amendment or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will be effective only upon the consent of the Required Lenders, Agent and other Lender or Lenders required by the preceding paragraph.