Common use of Mergers, Acquisition, Sales, etc Clause in Contracts

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender Agent; (iii) after giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event shall have occurred; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, from time to time, without the consent or approval of the Administrative Agent or any other Secured Party or the satisfaction of any of the conditions set forth in clauses (i), (iii) or (iv) above, the Servicer may consolidate or merge with any BDCA Merger Party, and/or any BDCA Merger Party may convey or transfer its properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA Affiliate Merger Transaction”); provided that, in each case, the Servicer is the surviving entity in any such transaction or transactions; provided, further, that the Servicer shall, upon the request of the Administrative Agent, deliver an Opinion of Counsel that this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer after the consummation of such BDCA Affiliate Merger Transaction.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender AgentLender; (iii) after giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event shall have occurred; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, from time to time, without the consent or approval of the Administrative Agent or any other Secured Party or the satisfaction of any of the conditions set forth in clauses (i), (iii) or (iv) above, (x) the Servicer may consolidate or merge with any BDCA Fifth Street Merger Party, and/or (y) any BDCA Fifth Street Merger Party may convey or transfer its properties and assets substantially as an entirety to the Servicer (any such transaction, a “Fifth Street Affiliate Merger Transaction”) and/or (z) the Servicer may acquire any other Person or its the properties and assets substantially as an entirety so long as the Servicer is BDCA) (any such transaction, a “BDCA Affiliate Merger Transaction”)the surviving entity; provided that, in each case, the Servicer is the surviving entity in any such transaction or transactions; provided, further, that the Servicer shall, upon the request of the Administrative Agent, deliver an Opinion of Counsel that this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer after the consummation of such BDCA Fifth Street Affiliate Merger TransactionTransaction or such acquisition.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Lender Agent (A) an Officer’s 's Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and (B) such other matters items as the Administrative Agent may reasonably request; provided that in no event shall the Servicer be required to provide an Opinion of Counsel to the Administrative Agent or Lenders with respect to a merger effectuated in accordance with the proviso below; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender AgentLender; (iii) after giving effect thereto, no Event of Default or Servicer Termination Event Default or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event Default shall have occurredexist; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, from time to time, without provided that the consent or approval of the Administrative Agent and the Required Lenders shall not be required in the event that the Servicer consolidates or any other Secured Party or merges into entity with the satisfaction of any of same investment adviser as the conditions set forth in clauses Servicer (i), (iii“Permitted Entity”) or (iv) above, the Servicer may consolidate conveys or merge with any BDCA Merger Party, and/or any BDCA Merger Party may convey transfers all or transfer substantially all of its properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA Affiliate Merger Transaction”); provided thatPermitted Entity, in each case, the Servicer is so long as (x) the surviving entity in any such transaction or transactions; providedhas, furthertogether with all other entities and accounts advised by the same investment adviser, that the Servicer shall, upon the request at least $2,000,000,000 of assets under management (measured as of the Administrative Agentlast day of the most recent fiscal quarter of such surviving entity and the other entities and accounts), deliver an Opinion (y) the surviving entity’s regular business includes the servicing of Counsel that assets similar to the Collateral Portfolio and (z) the surviving entity reaffirms its obligations under this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer after the consummation of such BDCA Affiliate Merger Transactionother Transaction Documents.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:(unless otherwise waived by the Required Lenders): (i) the Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel (which may rely on an Officer’s Certificate as to factual matters such as whether or not such transaction would cause an Event of Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 5.04(a) and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender AgentLender; (iii) after giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event shall have occurredexist; and (iv) the Administrative Agent shall have consented in writing has received all “know your customer” information reasonably satisfactory to it related to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, from time to time, without the consent or approval of the Administrative Agent or any other Secured Party or the satisfaction of any of the conditions set forth in clauses (i), (iii) or (iv) above, the Servicer may consolidate or merge with any BDCA Merger Party, and/or any BDCA Merger Party may convey or transfer its properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA Affiliate Merger Transaction”); provided that, in each case, the Servicer is the surviving entity in any such transaction or transactions; provided, further, that the Servicer shall, upon the request of the Administrative Agent, deliver an Opinion of Counsel that this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer after the consummation of such BDCA Affiliate Merger Transaction.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel (which may rely on an Officer’s Certificate as to factual matters such as whether or not such transaction would cause an Event of Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender Agent; (iii) after giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event shall have occurred; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement; provided that, from time to time, without the consent or approval of the Administrative Agent or any other Secured Party or shall not be required in the satisfaction of any of the conditions set forth in clauses (i), (iii) or (iv) above, event that the Servicer may consolidate consolidates or merge with any BDCA Merger Partymerges into an Affiliate of Gxxxx Capital BDC, and/or any BDCA Merger Party may convey Inc. or transfer conveys or transfers all or substantially all of its properties and assets substantially as to an entirety to the Servicer (so long as the Servicer is BDCA) (any such transactionAffiliate of Gxxxx Capital BDC, a “BDCA Affiliate Merger Transaction”); provided thatInc., in each case, the Servicer is so long as (x) the surviving entity in any such transaction or transactions; providedhas, furthertogether with its Affiliates, that the Servicer shall, upon the request at least $2,000,000,000 of assets under management (measured as of the Administrative Agent, deliver an Opinion last day of Counsel that this Agreement the most recent fiscal quarter of such surviving entity and any supplemental agreement executed in connection therewith is legal, valid its Affiliates) and binding with respect (y) the surviving entity’s regular business includes the servicing of assets similar to the Servicer after the consummation of such BDCA Affiliate Merger TransactionCollateral Portfolio.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Lender Agent (A) an OfficerOffice’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and (B) such other matters items as the Administrative Agent may reasonably request; provided that in no event shall the Servicer be required to provide an Opinion of Counsel to the Administrative Agent or Lenders with respect to a merger effectuated in accordance with the proviso below; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender AgentLender; (iii) after giving effect thereto, no Event of Default or Servicer Termination Event Default or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event Default shall have occurredexist; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, from time to time, without provided that the consent or approval of the Administrative Agent and the Required Lenders shall not be required in the event that the Servicer consolidates or any other Secured Party or merges into entity with the satisfaction of any of same investment adviser as the conditions set forth in clauses Servicer (i), (iii“Permitted Entity”) or (iv) above, the Servicer may consolidate conveys or merge with any BDCA Merger Party, and/or any BDCA Merger Party may convey transfers all or transfer substantially all of its properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA Affiliate Merger Transaction”); provided thatPermitted Entity, in each case, the Servicer is so long as (x) the surviving entity in any such transaction or transactions; providedhas, furthertogether with all other entities and accounts advised by the same investment adviser, that the Servicer shall, upon the request at least $2,000,000,000 of assets under management (measured as of the Administrative Agentlast day of the most recent fiscal quarter of such surviving entity and the other entities and accounts), deliver an Opinion (y) the surviving entity's regular business includes the servicing of Counsel that assets similar to the Collateral Portfolio and (z) the surviving entity reaffirms its obligations under this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer after the consummation of such BDCA Affiliate Merger Transactionother Transaction Documents.

Mergers, Acquisition, Sales, etc. The Servicer Manager will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer Manager is the surviving entity and unless: (i) the Servicer Manager has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel (which may rely on an Officer’s Certificate as to factual matters such as whether or not such transaction would cause an Unmatured Event of Default, an Event of Default or a Manager Default) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer Manager and such other matters as the Administrative Agent may reasonably request, provided that this clause (i) shall not apply with respect to any consolidation or merger of the Manager with any of its Affiliates; (ii) the Servicer Manager shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender Agent; (iii) after giving effect thereto, no Event of Default or Servicer Termination Event Manager Default or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event Manager Default shall have occurredexist; and (iv) the Administrative Agent (acting at the direction of the Required Lenders, each in its reasonable discretion) shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in , provided that this Agreement, from time to time, without the consent or approval of the Administrative Agent or any other Secured Party or the satisfaction of any of the conditions set forth in clauses clause (i), (iii) or (iv) above, the Servicer may consolidate or merge with any BDCA Merger Party, and/or any BDCA Merger Party may convey or transfer its properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA Affiliate Merger Transaction”); provided that, in each case, the Servicer is the surviving entity in any such transaction or transactions; provided, further, that the Servicer shall, upon the request of the Administrative Agent, deliver an Opinion of Counsel that this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding shall not apply with respect to any consolidation or merger of the Servicer after the consummation Manager with any of such BDCA Affiliate Merger Transactionits Affiliates.

Mergers, Acquisition, Sales, etc. The Servicer Collateral Manager will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer Collateral Manager is the surviving entity and unless: (i) the Servicer Collateral Manager has delivered to the Administrative Agent and (who will provide each Lender Agent with a copy promptly upon receipt thereof) an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer Collateral Manager and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer Collateral Manager shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and (who will provide each Lender Agentwith a copy promptly upon receipt thereof); (iii) after giving effect thereto, no Event of Default or Servicer Termination Event Collateral Manager Default or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event Collateral Manager Default shall have occurredexist; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. Notwithstanding transfer unless such surviving entity (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the foregoing or anything to the contrary contained in Collateral Manager under this Agreement, from time (B) is legally qualified and has the capacity to time, without the consent or approval of the Administrative Agent or any other Secured Party or the satisfaction of any of the conditions set forth in clauses (i), (iii) or (iv) above, the Servicer may consolidate or merge with any BDCA Merger Party, and/or any BDCA Merger Party may convey or transfer its properties and assets substantially act as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA Affiliate Merger Transaction”); provided that, in each case, the Servicer is the surviving entity in any such transaction or transactions; provided, further, that the Servicer shall, upon the request of the Administrative Agent, deliver an Opinion of Counsel that Collateral Manager under this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer (C) after the consummation of assignment, employs or utilizes the principal personnel performing the duties required under this Agreement who are substantially the same individuals who would have performed such BDCA Affiliate Merger Transactionduties had the consolidation, merger or transfer not occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Lender Agent (A) an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and (B) such other matters items as the Administrative Agent may reasonably request; provided that in no event shall the Servicer be required to provide an Opinion of Counsel to the Administrative Agent or Lenders with respect to a merger effectuated in accordance with the proviso below; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender AgentLender; (iii) after giving effect thereto, no Event of Default or Servicer Termination Event Default or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event Default shall have occurredexist; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, from time to time, without provided that the consent or approval of the Administrative Agent and the Required Lenders shall not be required in the event that the Servicer consolidates or any other Secured Party or merges into entity with the satisfaction of any of same investment adviser as the conditions set forth in clauses Servicer (i), (iii“Permitted Entity”) or (iv) above, the Servicer may consolidate conveys or merge with any BDCA Merger Party, and/or any BDCA Merger Party may convey transfers all or transfer substantially all of its properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA Affiliate Merger Transaction”); provided thatPermitted Entity, in each case, the Servicer is so long as (x) the surviving entity in any such transaction or transactions; providedhas, furthertogether with all other entities and accounts advised by the same investment adviser, that the Servicer shall, upon the request at least $2,000,000,000 of assets under management (measured as of the Administrative Agentlast day of the most recent fiscal quarter of such surviving entity and the other entities and accounts), deliver an Opinion (y) the surviving entity’s regular business includes the servicing of Counsel that assets similar to the Collateral Portfolio and (z) the surviving entity reaffirms its obligations under this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer after the consummation of such BDCA Affiliate Merger Transactionother Transaction Documents.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless (x) the Servicer is the surviving entity and unlessunlessor (y) otherwise: (i) the Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender AgentLender; (iii) after giving effect thereto, no Event Eventupon the execution of Default(1) the principal agreement governing the consolidation or merger of the Servicer Default or Servicer Termination Event or event that with notice or lapse of time would constitute either eitherand into any other Person or (2) the principal agreement governing the conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to any other Person, no Event of Default (or a a, with respect to Section 7.01(a) and Section 7.01(k), no Unmatured Event of Default) or Servicer Termination Event Default shall have occurredexisthave occurred and be continuing; and (iv) unless such consolidation, merger, conveyance or transfer is with a Qualified HPS Affiliate, the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion) shall have consented (which consent shall not be unreasonably withheld, delayed or conditioned) in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, from time to time, without the consent or approval of the Administrative Agent or any other Secured Party or the satisfaction of any of the conditions set forth in clauses (i), (iii) or (iv) above, the Servicer may consolidate or merge with any BDCA Merger Party, and/or any BDCA Merger Party may convey or transfer its properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA Affiliate Merger Transaction”); provided that, in each case, the Servicer is the surviving entity in any such transaction or transactions; provided, further, that the Servicer shall, upon the request of the Administrative Agent, deliver an Opinion of Counsel that this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer after the consummation of such BDCA Affiliate Merger Transaction.

Mergers, Acquisition, Sales, etc. The Servicer Seller will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer Seller is the surviving entity and unless: (i) the Servicer Seller has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 5.3(c) and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer Seller and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer Seller shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender Agent; (iii) after giving effect thereto, no Event of Default or Servicer Seller Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event shall have occurred; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, from time to time, without the consent or approval of the Administrative Agent or any other Secured Party or the satisfaction of any of the conditions set forth in clauses (i), (iii) or (iv) above, the Servicer Seller may consolidate or merge with any BDCA Merger Party, and/or any BDCA Merger Party may convey or transfer its properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) Seller (any such transaction, a “BDCA Affiliate Merger Transaction”); provided that, in each case, the Servicer Seller is the surviving entity in any such transaction or transactions; provided, further, that the Servicer Seller shall, upon the request of the Administrative Agent, deliver an Opinion of Counsel that this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer Seller after the consummation of such BDCA Affiliate Merger Transaction.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender Agent; (iii) after giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event shall have occurred; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, from time to time, without the consent or approval of the Administrative Agent or any other Secured Party or the satisfaction of any of the conditions set forth in clauses (i), (iii) or (iv) above, the Servicer may consolidate or merge with any BDCA Fifth Street Merger Party, and/or any BDCA Fifth Street Merger Party may convey or transfer its properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA Fifth Street Affiliate Merger Transaction”); provided that, in each case, the Servicer is the surviving entity in any such transaction or transactions; provided, further, that the Servicer shall, upon the request of the Administrative Agent, deliver an Opinion of Counsel that this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer after the consummation of such BDCA Fifth Street Affiliate Merger Transaction.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender Agent; (iii) after giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event shall have occurred; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, from time to time, without the consent or approval of the Administrative Agent or any other Secured Party or the satisfaction of any of the conditions set forth in clauses (i), (iii) or (iv) above, the Servicer may consolidate or merge with any BDCA Fifth Street Merger Party, and/or any BDCA Fifth Street Merger Party may convey or transfer its properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA Fifth Street Affiliate Merger Transaction”); provided that, in each case, the Servicer is the surviving entity in any such transaction or transactions; provided, further, that the Servicer shall, upon the request of the Administrative Agent, deliver an Opinion of Counsel that this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Servicer after the consummation of such BDCA Fifth Street Affiliate Merger Transaction.