Common use of Appointment of Successor Collateral Manager Clause in Contracts

Appointment of Successor Collateral Manager. (a) Upon resignation of the Collateral Manager pursuant to Section 11.08, the Borrower may (with the consent of the Administrative Agent and the Required Lenders) at any time appoint a successor collateral manager (the “Successor Collateral Manager”), which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. Upon the occurrence and continuance of a Collateral Manager Termination Event, the Administrative Agent may (with the consent of the Required Lenders and, in the case of a Collateral Manager Termination Event arising solely under Section 6.03(a), with the consent of the BDC) at any time appoint a successor collateral manager, which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. No assignment of this Agreement by the Collateral Manager (including, without limitation, a change in control or management of the Collateral Manager which would be deemed an “assignment” under the Investment Advisers Act of 1940, as amended) shall be made unless such assignment is consented to in writing by the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided, however, that nothing herein shall be construed to restrict the ability of the Administrative Agent to replace the Collateral Manager upon the occurrence of a Collateral Manager Termination Event pursuant to Section 11.09 or any obligations of the Collateral Manager in connection with such provisions.

Appointment of Successor Collateral Manager. (a) Upon resignation (x) the occurrence and during the continuance of a Collateral Manager Default, notwithstanding anything herein to the contrary, but subject to Section 6.04(e), the Administrative Agent (as directed by the Required Lenders) with notice to the Borrower, the Equityholder, the Collateral Agent and the Lenders, may terminate all of the rights and obligations of the Collateral Manager pursuant to Section 11.08, the Borrower may (with the consent of the Administrative Agent as “Collateral Manager” under this Agreement and the Required Lenders) at any time appoint a successor collateral manager Collateral Manager (the “Successor Collateral Manager”)) or (y) the resignation of the Collateral Manager, then, in either case, the Administrative Agent, with the consent of the Borrower and the Equityholder (not to be unreasonably withheld) and upon notice to the Collateral Agent and the Lenders, may appoint a Successor Collateral Manager, which, in each case and for the avoidance of doubt may be the Administrative Agent or any Lender, and and, in each case, such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative AgentAgent in its sole discretion. Upon the occurrence and continuance of Until a Successor Collateral Manager Termination Eventis appointed as set forth above, the Collateral Manager shall (i) unless otherwise notified by the Administrative Agent, continue to act in such capacity in accordance with Section 14.02 and (ii) as requested by the Administrative Agent in its sole discretion (A) terminate some or all of its activities as Collateral Manager hereunder by the Administrative Agent in its sole discretion as necessary or desirable, (B) provide such information as may (with be requested by the consent Administrative Agent to facilitate the transition of the Required Lenders and, in the case performance of a Collateral Manager Termination Event arising solely under Section 6.03(a), with the consent of the BDC) at any time appoint a successor collateral manager, which, for the avoidance of doubt may be such activities to the Administrative Agent or any Lenderagent thereof and (C) take all other actions requested by the Administrative Agent, and in each case to facilitate the transition of the performance of such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable activities to the Administrative Agent. No assignment of this Agreement by the Collateral Manager (including, without limitation, a change in control or management of the Collateral Manager which would be deemed an “assignment” under the Investment Advisers Act of 1940, as amended) shall be made unless such assignment is consented to in writing by the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided, however, that nothing herein shall be construed to restrict the ability of the Administrative Agent to replace the Collateral Manager upon the occurrence of a Collateral Manager Termination Event pursuant to Section 11.09 or any obligations of the Collateral Manager in connection with such provisionsagent thereof.

Appointment of Successor Collateral Manager. (a) Upon resignation (x) the occurrence and during the continuance of a Collateral Manager Default, notwithstanding anything herein to the contrary, but subject to Section 6.04(e), the Administrative Agent, with notice to the Borrower, the Equityholder, the Collateral Agent and the Lenders, may terminate all of the rights and obligations of the Collateral Manager pursuant to Section 11.08, the Borrower may (with the consent of the Administrative Agent as “Collateral Manager” under this Agreement and the Required Lenders) at any time appoint a successor collateral manager Collateral Manager (the “Successor Collateral Manager”)) and (y) the resignation of the Collateral Manager, the Administrative Agent, with (unless another Collateral Manager Default or Event of Default has occurred and is continuing) the consent of the Borrower and the Equityholder and, in either case, upon notice to the Collateral Agent and the Lenders, may appoint a Successor Collateral Manager, which, in each case and for the avoidance of doubt may be the Administrative Agent or any Lender, and and, in each case, such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative AgentAgent in its sole discretion. Upon the occurrence and continuance of Until a Successor Collateral Manager Termination Eventis appointed as set forth above, the Collateral Manager shall (i) unless otherwise notified by the Administrative Agent, continue to act in such capacity in accordance with Section 14.02 and (ii) as requested by the Administrative Agent in its sole discretion (A) terminate some or all of its activities as Collateral Manager hereunder by the Administrative Agent in its sole discretion as necessary or desirable, (B) provide such information as may (with be requested by the consent Administrative Agent to facilitate the transition of the Required Lenders and, in the case performance of a Collateral Manager Termination Event arising solely under Section 6.03(a), with the consent of the BDC) at any time appoint a successor collateral manager, which, for the avoidance of doubt may be such activities to the Administrative Agent or any Lenderagent thereof and (C) take all other actions requested by the Administrative Agent, and in each case to facilitate the transition of the performance of such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable activities to the Administrative Agent. No assignment of this Agreement by the Collateral Manager (including, without limitation, a change in control or management of the Collateral Manager which would be deemed an “assignment” under the Investment Advisers Act of 1940, as amended) shall be made unless such assignment is consented to in writing by the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided, however, that nothing herein shall be construed to restrict the ability of the Administrative Agent to replace the Collateral Manager upon the occurrence of a Collateral Manager Termination Event pursuant to Section 11.09 or any obligations of the Collateral Manager in connection with such provisionsagent thereof.

Appointment of Successor Collateral Manager. (a) Upon resignation of the Collateral Manager pursuant to Section 11.08, the Borrower may (with the consent of the Administrative Agent and the Required Lenders) at any time appoint a successor collateral manager (the “Successor Collateral Manager”), which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. Upon the occurrence and continuance of a Collateral Manager Termination Event, the Administrative Agent may (with the consent of the Required Lenders and, in the case of a Collateral Manager Termination Event arising solely under Section 6.03(a), with the consent of the BDC) at any time appoint a successor collateral manager, which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. No assignment of this Agreement by the Collateral Manager (including, without limitation, a change in control or management of the Collateral Manager which would be deemed an “assignment” under the Investment Advisers Act of 1940, as amended) shall be made unless such assignment is consented to in writing by the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided, however, that nothing herein shall be construed to restrict the ability of the Administrative Agent to replace the Collateral Manager upon the occurrence of a Collateral Manager Termination Event pursuant to Section 11.09 or any obligations of the Collateral Manager in connection with such provisions.. (b) Upon its appointment (the “Assumption Date”), the Successor Collateral Manager shall be the successor in all respects to the Collateral Manager with respect to collateral management functions under this Agreement subject to and in accordance with the terms of this Agreement (including without limitation Article XIII hereof) and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Collateral Manager by the terms and provisions hereof, and all references in this Agreement to the Collateral Manager shall be deemed to refer to the Successor Collateral Manager; provided that the Successor Collateral Manager shall not (i) be deemed to have assumed or to become liable for, or otherwise have any liability for, any duties, responsibilities, actions performed, breaches, defaults, claims, obligations or liabilities of the terminated Collateral Manager or any other predecessor Collateral Manager arising before the Assumption Date, (ii) have any obligation to pay any taxes required to be paid by the terminated Collateral Manager or any other predecessor Collateral Manager (provided that the Successor Collateral Manager shall pay any income taxes for which it is liable), (iii) have any liability for any failure to perform its duties as Collateral Manager, or any loss or damages arising from such failure, that results from the actions (or inaction) of the terminated Collateral Manager or any other predecessor Collateral Manager on or before the Assumption Date, (iv) have any obligation to perform advancing or repurchase obligations, if any, of the Borrower, the terminated Collateral Manager or any other predecessor Collateral Manager unless it elects to do so in its sole discretion, (v) have any obligation to pay any of the fees and expenses of any other party to the transaction contemplated by this Agreement or any Facility Document, (vi) have any liability with respect to any of the representations and warranties of any predecessor Collateral Manager under this Agreement, (vii) have any obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder or in the exercise of any of its rights

Appointment of Successor Collateral Manager. (a) Upon resignation of the Collateral Manager pursuant to Section 11.08, the Borrower may (with the consent of the Administrative Agent and the Required Lenders) at any time appoint a successor collateral manager (the “Successor Collateral Manager”), which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. Upon the occurrence and continuance of a Collateral Manager Termination Event, the Administrative Agent may (with the consent of the Required Lenders and, in the case of a Collateral Manager Termination Event arising solely under Section 6.03(a), with the consent of the BDCBorrower) at any time appoint a successor collateral manager, which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. No assignment of this Agreement by the Collateral Manager (including, without limitation, a change in control or management of the Collateral Manager which would be deemed an “assignment” under the Investment Advisers Act of 1940, as amended) shall be made unless such assignment is consented to in writing by the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed); Agent, provided, however, that nothing herein shall be construed to restrict the ability of the Administrative Agent to replace the Collateral Manager upon the occurrence of a Collateral Manager Termination Event pursuant to Section 11.09 or any obligations of the Collateral Manager in connection with such provisions.

Appointment of Successor Collateral Manager. (a) Upon resignation of the Collateral Manager pursuant to Section 11.08, the Borrower may (with the consent of the Administrative Agent and the Required Lenders) at any time appoint a successor collateral manager (the “Successor Collateral Manager”), which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. Upon the occurrence and continuance of a Collateral Manager Termination Event, the Administrative Agent may (with the consent of the Required Lenders and, in the case of a Collateral Manager Termination Event arising solely under Section 6.03(a), with the consent of the BDCBorrower) at any time appoint a successor collateral managerSuccessor Collateral Manager, which, for the avoidance of doubt may be the Administrative Agent or any Lender, and such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent. No assignment of this Agreement by the Collateral Manager (including, without limitation, a change in control or management of the Collateral Manager which would be deemed an “assignment” under the Investment Advisers Act of 1940, as amended) shall be made unless such assignment is consented to in writing by the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed); Agent, provided, however, that nothing herein shall be construed to restrict the ability of the Administrative Agent to replace the Collateral Manager upon the occurrence of a Collateral Manager Termination Event pursuant to this Section 11.09 or any obligations of the Collateral Manager in connection with such provisions.

Appointment of Successor Collateral Manager. (a) Upon resignation (x) the occurrence and during the continuance of a Collateral Manager Default, notwithstanding anything herein to the contrary, but subject to Section 6.04(e), the Administrative Agent, with notice to the Borrower, the Equityholder, the Collateral Agent and the Lenders, may terminate all of the rights and obligations of the Collateral Manager pursuant to Section 11.08, the Borrower may (with the consent of the Administrative Agent as “Collateral Manager” under this Agreement and the Required Lenders) at any time appoint a successor collateral manager Collateral Manager (the “Successor Collateral Manager”)) and (y) the resignation of the Collateral Manager, the Administrative Agent, with (unless another Collateral Manager Default or Event of Default has occurred and is continuing) the consent of the Borrower and the Equityholder and, in either case, upon notice to the Collateral Agent and the Lenders, may appoint a Successor Collateral Manager, which, in each case and for the avoidance of doubt may be the Administrative Agent or any Lender, and and, in each case, such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative AgentAgent in its sole discretion. Upon the occurrence and continuance of Until a Successor Collateral Manager Termination Eventis appointed as set forth above, the Collateral Manager shall (i) unless otherwise notified by the Administrative Agent, continue to act in such capacity in accordance with Section 14.02 and (ii) as requested by the Administrative Agent in its sole discretion (A) terminate some or all of its activities as Collateral Manager hereunder by the Administrative Agent in its sole discretion as necessary or desirable, (B) provide such information as may (with be requested by the consent Administrative Agent to facilitate the transition of the Required Lenders and, in the case performance of a Collateral Manager Termination Event arising solely under Section 6.03(a), with the consent of the BDC) at any time appoint a successor collateral manager, which, for the avoidance of doubt may be such activities to the Administrative Agent or any Lenderagent thereof and (C) take all other actions requested by the Administrative Agent, and in each case to facilitate the transition of the performance of such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable activities to the Administrative Agent. No assignment of this Agreement by the Collateral Manager (including, without limitation, a change in control or management of the Collateral Manager which would be deemed an “assignment” under the Investment Advisers Act of 1940, as amended) shall be made unless such assignment is consented to in writing by the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided, however, that nothing herein shall be construed to restrict the ability of the Administrative Agent to replace the Collateral Manager upon the occurrence of a Collateral Manager Termination Event pursuant to Section 11.09 or any obligations of the Collateral Manager in connection with such provisions.agent thereof. USActive 59109857.15