Common use of Changes to Related Documents Clause in Contracts

Changes to Related Documents. Notwithstanding anything to the contrary herein, in the performance of its obligations hereunder, the Borrower may enter into any amendment or waiver of or supplement to any Collateral Obligation; provided that the prior written consent of the Controlling Lenders to any such amendment, waiver or supplement shall be required if (i) an Event of Default has occurred and is continuing or would result from such amendment, waiver or supplement, (ii) such amendment, waiver or supplement, individually or together with all other such amendments, waivers and/or supplements, would result in a Material Adverse Effect, but only if such amendment, waiver or supplement causes any of the Overcollateralization Test or Collateral Quality Tests to cease to be in compliance (or, if any of the Overcollateralization Test or Collateral Quality Tests are not satisfied prior to such amendment, waiver and/or supplement, causes any such Overcollateralization Test or Collateral Quality Test to be worsened), or (iii) such amendment, waiver or supplement constitutes a Specified Change but only if such amendment, waiver or supplement causes any of the Overcollateralization Test or Collateral Quality Tests to cease to be in compliance (or, if any of the Overcollateralization Test or Collateral Quality Tests are not satisfied prior to such Specified Change, causes any such Overcollateralization Test or Collateral Quality Test to be worsened); provided further, that (x) in the case of clause (ii) and clause (iii), the required consent of the Controlling Lenders shall not be unreasonably withheld or delayed and (y) in the case of, and notwithstanding, clause (ii) and clause (iii), the Borrower may enter into any such amendment or waiver of or supplement to any Collateral Obligation without the consent of the Controlling Lender if the Portfolio Manager elects to classify such Collateral Obligation as a Defaulted Obligation for all purposes hereunder until such time as such Collateral Obligation receives an S&P Rating or Credit Estimate of “CCC” or better, a DBRS Rating of “CCC” or better, or a ▇▇▇▇▇’▇ Rating or Credit Estimate of “Caa2” or better. Any Collateral Obligation that, as a result of any amendment or supplement thereto, ceases to qualify as a Collateral Obligation will theretofore be treated as a Defaulted Obligation for so long as it remains unqualified to be a Collateral Obligation.