Appointment of Replacement Collateral Manager Sample Clauses

Appointment of Replacement Collateral Manager. At any time following the delivery of a Collateral Manager Termination Notice (i) the Borrower may nominate a replacement collateral manager and, with the prior written consent of the Administrative Agent (in its sole discretion) andor the Required Lenders (which consent, in each case, if not received by the Borrower within seven (7) days of such nomination, shall be deemed to be withheld), appoint a new Collateral Manager, (ii) if such nominee under clause (i) is rejected (or deemed to have been rejected) by the Administrative Agent or the Required Lenders, the Borrower may nominate another replacement collateral manager and, with the prior written consent of the Administrative Agent (in its sole discretion) and the Required Lenders (which consent, in each case, if not received by the Borrower within seven (7) days of such nomination, shall be deemed to be withheld), appoint a new Collateral Manager and (iii) if such nominee under clause (ii) is rejected (or deemed to have been rejected) by the Administrative Agent or the Required Lenders, the Administrative Agent and the Required Lenders shall nominate a replacement collateral manager and, with the prior written consent of the Borrower, appoint a new Collateral Manager (any such appointed new Collateral Manager, the “Replacement Collateral Manager”). In each case, all authority, power, rights and obligations of the Collateral Manager shall pass to and be vested in such Replacement Collateral Manager which appointment shall take effect upon the Replacement Collateral Manager accepting such appointment by a written assumption in a form satisfactory to the Administrative Agent (in its sole discretion) and the Required Lenders. Upon the appointment of a Replacement Collateral Manager, the initial Collateral Manager shall have no liability with respect to any action performed by the Replacement Collateral Manager on or after the date that the Replacement Collateral Manager becomes the successor to the Collateral Manager.
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Appointment of Replacement Collateral Manager. At any time following the delivery of a Collateral Manager Termination Notice, the Required Lenders, (x) with the prior written consent of the Borrower prior to the occurrence and continuation of an Event of Default (such consent not to be unreasonably withheld, delayed or conditioned), or (y) if an Event of Default is continuing, in consultation with the board of directors of Owl Rock Technology Finance Corp.BOTFC II, may appoint a new Collateral Manager which shall be an Eligible Replacement (as defined below) as the replacement Collateral Manager (the “Replacement Collateral Manager”), which appointment shall take effect upon the Replacement Collateral Manager accepting such appointment by a written assumption in a form satisfactory to the Required Lenders in their sole discretion. In the event that a Replacement Collateral Manager has not accepted its appointment at the time when the Collateral Manager ceases to act as Collateral Manager, the Required Lenders shall petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business includes the managing of assets similar to the Collateral Portfolio (each, an “Eligible Replacement”), as the Replacement Collateral Manager hereunder.
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Appointment of Replacement Collateral Manager. At any time following the delivery of a Collateral Manager Termination Notice, but subject to Section 7.02(j), in connection with its declaration that the Final Maturity Date has occurred and an exercise of creditors’ remedies under Article VII, the Administrative Agent may appoint a new Collateral Manager (such new Collateral Manager a “Replacement Collateral Manager”), which appointment shall take effect upon the Replacement Collateral Manager accepting such appointment by
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Related to Appointment of Replacement Collateral Manager

  • Appointment of Representative (a) Selection Upon the occurrence of an Event of Default, a single representative shall be appointed to represent all of the Holders (the “Representative”). The Representative (i) may, but need not, be a Holder; (ii) shall not be affiliated with or related to the Company; and (iii) shall be selected by the Holders as follows:

  • Appointment of Sub-Advisor In accordance with and subject to the Management Agreement, the Manager hereby appoints the Sub-Advisor to perform the services described in Section 2 below for investment and reinvestment of the securities and other assets of the Series, subject to the control and direction of the Manager and the Fund's Board of Directors, for the period and on the terms hereinafter set forth. The Sub-Advisor accepts such appointment and agrees to furnish the services hereinafter set forth for the compensation herein provided. The Sub-Advisor shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Fund or the Manager in any way or otherwise be deemed an agent of the Fund or the Manager.

  • Appointment of Special Servicer The Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right (subject to the terms, conditions and limitations in the Lead Securitization Servicing Agreement) at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer with the Required Special Servicer Rating. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the Special Servicer and each other party to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement and delivering a Rating Agency Communication to each Rating Agency (or obtaining a Rating Agency Confirmation from each Rating Agency, but only if required by the terms of the Lead Securitization Servicing Agreement). The Controlling Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s “collection account”.

  • APPOINTMENT OF SUB-ADVISER The Adviser hereby appoints the Sub-Adviser to act as sub-adviser to the Portfolio(s), subject to the supervision and oversight of the Adviser and the Trust Board, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust, except as expressly authorized in this Agreement or another writing by the Adviser or the Trust and the Sub-Adviser.

  • Appointment of Custodian On behalf of each of its Portfolios, each Fund hereby employs and appoints the Custodian as a custodian, subject to the terms and provisions of this Agreement. Each Fund shall deliver to the Custodian, or shall cause to be delivered to the Custodian, cash, securities and other assets owned by each of its Portfolios from time to time during the term of this Agreement and shall specify to which of its Portfolios such cash, securities and other assets are to be specifically allocated.

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