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. (b) If the then-current Benchmark shall cease to exist, then the Agent shall notify the Borrower and the Lenders in writing and the Benchmark Replacement shall replace such Benchmark for all purposes hereunder (subject to Section 17.2(d) below) and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. (c) The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance related to Alternate Base Rate, Term SOFR, Benchmark or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark replacement referred to in the definition of Benchmark herein) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service so long as the rate (or component thereof) used by the Agent in connection therewith is consistent with the such rate (or component thereof) provided by any such information source or service.

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 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. (b) If Notwithstanding anything to the contrary herein or in any other Transaction Document, (1) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR prior to the Reference Time in respect of any setting of the then-current Benchmark, then: (i) if a Benchmark shall cease to existReplacement, then with the Agent shall notify consent of the Borrower and Borrower, is determined in accordance with clause (a)(1) of the Lenders in writing and the definition of “Benchmark Replacement” for such Benchmark Replacement shall Date or (ii) if a Benchmark Replacement is determined in accordance with clause (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date and such Benchmark Replacement as so determined is a SOFR-based rate (including SOFR, Daily Simple SOFR or any other rate based on SOFR), such Benchmark Replacement will replace such Benchmark for all purposes hereunder (subject to Section 17.2(d) below) and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. (c) The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance related to Alternate Base Rate, Term SOFR, Benchmark or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark replacement referred to in the definition of Benchmark herein) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service so long as the rate (or component thereof) used by the Agent in connection therewith is consistent with the such rate (or component thereof) provided by any such information source or service.and

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 The Borrower, the Servicer, the Equityholder, the Agent and the Required Lenders and the Agent may, upon written notice to each Lender Agent and 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; 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 LenderLender (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 unless the Collateral Manager has consented thereto or (ix) 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. (b) If Notwithstanding anything to the then-current Benchmark shall cease to exist, then the Agent shall notify the Borrower and the Lenders contrary herein or in writing and the Benchmark Replacement shall replace such Benchmark for all purposes hereunder (subject to Section 17.2(d) below) and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document (and any Swap Contract shall be deemed not to be a “Transaction Document. (c) The Agent does not warrant or accept any responsibility for” for purposes of this Section 17.2), if a Benchmark Transition Event and shall not its related Benchmark Replacement Date have any liability with respect to, the administration, submission, performance related to Alternate Base Rate, Term SOFR, Benchmark or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate occurred prior to its discontinuance or unavailability. The Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternativeapplicable Reference Time, successor or alternative rate (including any Benchmark replacement referred to in the definition of Benchmark herein) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service so long as the rate (or component thereof) used by the Agent in connection therewith is consistent with the such rate (or component thereof) provided by any such information source or service.then:

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. (b) If Notwithstanding anything to the then-current contrary herein or in any other Transaction Document (and any Swap Contract shall be deemed not to be a “Transaction Document” for purposes of this Section 17.2), if a Benchmark shall cease to exist, then the Agent shall notify the Borrower Transition Event and the Lenders in writing and the its related Benchmark Replacement shall replace such Benchmark for all purposes hereunder (subject Date have occurred prior to Section 17.2(d) below) and under any Transaction Document the Reference Time in respect of such Benchmark any setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. (c) The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance related to Alternate Base Rate, Term SOFR, Benchmark or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark replacement referred to in the definition of Benchmark herein) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service so long as the rate (or component thereof) used by the Agent in connection therewith is consistent with the such rate (or component thereof) provided by any such information source or service.then:

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. (b) If the then-current Benchmark shall cease to exist, then the Agent shall notify the Borrower and the Lenders in writing and the Benchmark Replacement shall replace such Benchmark for all purposes hereunder (subject to Section 17.2(d) below) and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. (c) The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance related to Alternate Base Rate, Term SOFR, Benchmark or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark replacement referred to in the definition of Benchmark herein) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service so long as the rate (or component thereof) used by the Agent in connection therewith is consistent with the such rate (or component thereof) provided by any such information source or service.

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. (b) If Notwithstanding anything to the contrary herein or in any other Transaction Document, (1) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR prior to the Reference Time in respect of any setting of the then-current Benchmark, then: (i) if a Benchmark shall cease to existReplacement, then with the Agent shall notify consent of the Borrower and Borrower, is determined in accordance with clause (a)(1) of the Lenders in writing and the definition of “Benchmark Replacement” for such Benchmark Replacement shall Date or (ii) if a Benchmark Replacement is determined in accordance with clause (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date and such Benchmark Replacement as so determined is a SOFR-based rate (including SOFR, Daily Simple SOFR or any other rate based on SOFR), such Benchmark Replacement will replace such Benchmark for all purposes hereunder (subject to Section 17.2(d) below) and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. (c) The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance related to Alternate Base Rate, Term SOFR, Benchmark or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark replacement referred to in the definition of Benchmark herein) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service so long as the rate (or component thereof) used by the Agent in connection therewith is consistent with the such rate (or component thereof) provided by any such information source or service.and

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. (b) If the then-current Benchmark shall cease to exist, then the Agent shall notify the Borrower and the Lenders in writing and the Benchmark Replacement shall replace such Benchmark for all purposes hereunder (subject to Section 17.2(d) below) and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. (c) The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance related to Alternate Base Rate, Term SOFR, Benchmark or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark replacement referred to in the definition of Benchmark herein) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service so long as the rate (or component thereof) used by the Agent in connection therewith is consistent with the such rate (or component thereof) provided by any such information source or service.

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 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. (b) If Notwithstanding anything to the contrary herein or in any other Transaction Document (and any Swap Contract shall be deemed not to be a “Transaction Document” for purposes of this Section 17.2), (1) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark shall cease to exist, then the Agent shall notify the Borrower and the Lenders in writing and the Benchmark Replacement shall replace such Benchmark for all purposes hereunder (subject to Section 17.2(d) below) and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. (c) The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance related to Alternate Base Rate, Term BenchmarkTerm SOFR, Benchmark or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark replacement referred to in the definition of Benchmark herein) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service so long as the rate (or component thereof) used by the Agent in connection therewith is consistent with the such rate (or component thereof) provided by any such information source or service.then: