Common use of Appointment of Successor Collateral Manager Clause in Contracts

Appointment of Successor Collateral Manager. (a) Upon (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, by notice to the Collateral Manager with a copy to the Borrower, the Equityholder, the Collateral Agent and the Lenders (such notice, a “Collateral Manager Default Notice”), may terminate all of the rights and obligations of the Collateral Manager as “Collateral Manager” under this Agreement and subject to the proviso below appoint a successor 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, in each case, such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent in its sole discretion; provided that any such termination pursuant to the immediately preceding clause (x) shall not be effective until the earlier to occur of (I) the appointment of a Successor Collateral Manager identified and approved by the Equityholder and the Administrative Agent on or prior to the last day of the Standstill Period and (II) the last day of the Standstill Period; provided further that, after receipt by the Collateral Manager of a Collateral Manager Default Notice and until the last day of the Standstill Period, or such earlier date on which a Successor Collateral Manager is designated in accordance with this sentence, the Equityholder and the Administrative Agent shall use commercially reasonable efforts to cooperate to identify a replacement Collateral Manager satisfactory to the Equityholder and the Administrative Agent. If the Equityholder and the Administrative Agent fail to agree on a replacement Collateral Manager acceptable to both parties prior to the end of the Standstill Period, the Administrative Agent shall designate the replacement Collateral Manager in its sole discretion. Until a Successor Collateral Manager is 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 be requested by the Administrative Agent to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof and (C) take all other actions requested by the Administrative Agent, in each case to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof.

Appointment of Successor Collateral Manager. Any removal or resignation of the Collateral Manager while any Advances are outstanding will be effective only upon (a) Upon (xi) the occurrence and during appointment by the continuance Issuer of a successor Collateral Manager Defaultthat is an established institution (A) that has demonstrated an ability to perform professionally and competently duties similar to those required of the Collateral Manager hereunder, notwithstanding anything herein (B) that is legally qualified and has the capacity to the contrary, but subject to Section 6.04(e), the Administrative Agent, by notice act as successor to the Collateral Manager with a copy to under this Agreement in the Borrower, the Equityholder, the Collateral Agent and the Lenders (such notice, a “Collateral Manager Default Notice”), may terminate assumption of all of the rights responsibilities, duties and obligations of the Collateral Manager as “Collateral Manager” under this Agreement hereunder and subject to (C) that has been approved by the proviso below appoint a Required Investors and (ii) written acceptance of appointment by such successor Collateral Manager having been delivered to the Issuer, the Trustee and the Investor Agent (the upon satisfaction of such conditions, an “Successor Collateral ManagerApproved Replacement”) and (y) ). Following the resignation or removal of the Collateral Manager, the Administrative AgentIssuer shall use all commercially reasonable efforts to appoint a successor Collateral Manager, with (unless another and the Issuer, the Trustee, the Investor Agent and the resigning or removed Collateral Manager Default or Event of Default has occurred shall take such action, consistent with this Agreement and is continuing) the consent terms of the Borrower and the Equityholder and, in either case, upon notice Note Purchase Agreement applicable to the Collateral Agent Manager, as shall be necessary to effectuate any such succession. In the event that the Collateral Manager has been terminated or has resigned and the Lenders, may appoint Issuer shall have not appointed a Successor Collateral Manager, which, in each case and for the avoidance of doubt may be the Administrative Agent or any Lender, and, in each case, such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent in its sole discretion; provided that any such termination pursuant to the immediately preceding clause (x) shall not be effective until the earlier to occur of (I) the appointment of a Successor Collateral Manager identified and approved by the Equityholder and the Administrative Agent successor on or prior to the last day date that is 60 days following the date of the Standstill Period and (II) the last day of the Standstill Period; provided further that, after receipt by the Collateral Manager of a Collateral Manager Default Notice and until the last day of the Standstill Period, termination or such earlier date on which a Successor Collateral Manager is designated resignation notice delivered in accordance with this sentenceAgreement, the Equityholder Issuer or the resigning or removed collateral manager may petition any court of competent jurisdiction in the United States of America for the appointment of a successor collateral manager (which meets the conditions set forth in the immediately preceding paragraph other than clause (i)(C)), which appointment shall not require the consent of, nor be subject to the disapproval of, the Issuer or any Investor. On the effectiveness of any resignation or removal of the Collateral Manager, all authority and power of the resigning or removed Collateral Manager under this Agreement and the Administrative Agent shall use commercially reasonable efforts to cooperate to identify a replacement Collateral Manager satisfactory Note Purchase Agreement, whether with respect to the Equityholder Collateral or otherwise, shall automatically and without further action by any person or entity pass to and be vested in the Administrative Agent. If the Equityholder and the Administrative Agent fail to agree on a replacement successor Collateral Manager acceptable to both parties prior to the end of the Standstill Period, the Administrative Agent shall designate the replacement Collateral Manager in its sole discretion. Until a Successor Collateral Manager is 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 be requested by the Administrative Agent to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof and (C) take all other actions requested by the Administrative Agent, in each case to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereofManager.

Appointment of Successor Collateral Manager. (a) Upon (x) Notwithstanding the occurrence and during provisions of Section 11, no resignation or removal of the continuance of a Collateral Manager Default, notwithstanding anything herein or termination of this Agreement shall become effective until the acceptance of appointment by a successor Collateral Manager (the "Successor Manager") satisfying the Successor Criteria described below and notice of which has been given to the contrary, but subject to Section 6.04(eRating Agency. Within 30 days after the removal or resignation of the Collateral Manager (the "Manager Termination Date"), the Administrative Agent, by written notice to the Issuer and the Trustee, the Holders of a Majority of the Subordinated Notes (Collateral Manager with Notes will not be disregarded for this purpose) may propose a copy Successor Manager. The Issuer will appoint such Successor Manager if it satisfies the Successor Criteria, subject to the Borrowerapproval of the Holders of a Majority of the Controlling Class. If no Successor Manager has been selected within 60 days of the Manager Termination Date, the EquityholderIssuer, the resigning Collateral Agent Manager, the Trustee or any Holder of Notes may petition a court of competent jurisdiction for the appointment of a Successor Manager that satisfies the Successor Criteria. A Successor Manager will satisfy the "Successor Criteria" if: (i) that Successor Manager has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Lenders (such notice, a “Collateral Manager Default Notice”), may terminate under this Agreement; (ii) that Successor Manager is legally qualified and has the capacity to act as Collateral Manager and has agreed in writing to assume all of the rights responsibilities, duties and obligations of the Collateral Manager as “Collateral Manager” under this Agreement and subject the Indenture; (iii) its appointment would not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the proviso below appoint Investment Company Act; and (iv) the Rating Agency has been notified of such Successor Manager. For the avoidance of doubt, Collateral Manager Notes will be disregarded and have no voting rights with respect to any vote in respect of any of the following actions: (i) the removal of the Collateral Manager as a result of Cause and (ii) the waiver of any event constituting Cause, and such Notes will be deemed not to be Outstanding in connection with any such vote. For any such action, if the Notes of the Controlling Class or the Subordinated Notes consist entirely of Collateral Manager Notes, such action must be undertaken by the required percentage of the most senior Class of Notes that is not comprised entirely of Collateral Manager Notes, disregarding any Collateral Manager Notes. No compensation payable to a successor Collateral Manager from payments on the Collateral will be greater than that permitted to the Collateral Manager under this Agreement without (a) the “Successor Collateral Manager”prior written consent of a Majority of each Class of Notes (each Class voting separately) and (yb) prior notice to the resignation Rating Agency. Upon expiration of the applicable notice periods with respect to termination specified in this Agreement, all authority and power of the Collateral ManagerManager under this Agreement, whether with respect to the Administrative AgentAssets or otherwise, with will automatically and without action by any Person pass to and be vested in the successor institution upon the acceptance by such institution of its appointment under this Agreement. The Issuer and the successor will take such action (unless another or cause the outgoing Collateral Manager Default or Event of Default has occurred to take such action) consistent with this Agreement and is continuing) the consent of the Borrower and the Equityholder and, in either case, upon notice as will be necessary 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, in each case, such Successor Collateral Manager shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent in its sole discretion; provided that effect any such termination pursuant to the immediately preceding clause (x) shall not be effective until the earlier to occur of (I) the appointment of a Successor Collateral Manager identified and approved by the Equityholder and the Administrative Agent on or prior to the last day of the Standstill Period and (II) the last day of the Standstill Period; provided further that, after receipt by the Collateral Manager of a Collateral Manager Default Notice and until the last day of the Standstill Period, or such earlier date on which a Successor Collateral Manager is designated in accordance with this sentence, the Equityholder and the Administrative Agent shall use commercially reasonable efforts to cooperate to identify a replacement Collateral Manager satisfactory to the Equityholder and the Administrative Agent. If the Equityholder and the Administrative Agent fail to agree on a replacement Collateral Manager acceptable to both parties prior to the end of the Standstill Period, the Administrative Agent shall designate the replacement Collateral Manager in its sole discretion. Until a Successor Collateral Manager is 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 be requested by the Administrative Agent to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof and (C) take all other actions requested by the Administrative Agent, in each case to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereofsuccession.