Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape (or any other means of electronic transmission acceptable to such successor Servicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations. (b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer. (c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder. (d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fund, Antares Strategic Credit Fund shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer appointed by the Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer. (e) At any time, the Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Agent.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Antares Strategic Credit Fund), Loan and Servicing Agreement (Antares Strategic Credit Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent (individually or as directed by the Required Lenders) by written notice given to the Servicer (with a copy to the Collateral Agent and each LenderAgent), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five ten (510) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except upon a reasonable determination that (i) by reason of a change in applicable legal requirements, the performance of its duties hereunder would cause it to be in violation of such legal requirements or (ii) by reason of a change in accounting treatment, the performance of its duties hereunder would cause consolidation issues. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered to the Facility Agent and each Agent and acceptable to the Facility Agent. Notwithstanding the foregoing, no resignation of the Servicer shall become effective other than in accordance with the provisions of Section 7.2(d) below.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Oaktree Strategic Credit FundIncome Corporation, Antares Oaktree Strategic Credit Fund Income Corporation shall continue to perform the obligations of the Servicer hereunder. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the resignation or termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent (with a copy to each Agent).
Appears in 2 contracts
Samples: Loan Financing and Servicing Agreement (Oaktree Specialty Lending Corp), Loan Financing and Servicing Agreement (Oaktree Strategic Income Corp)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five seven (57) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundMSD Investment Corp., Antares Strategic Credit Fund MSD Investment Corp. shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 2 contracts
Samples: Loan Financing and Servicing Agreement (MSD Investment Corp.), Loan Financing and Servicing Agreement (MSD Investment Corp.)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereofhereof (including, for the avoidance of doubt, the provisions set forth in Section 7.2(d) below). In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, unless it shall have assigned the role of “Servicer” to an Affiliate; provided that the Facility Agent shall receive notice of any such assignment to an Affiliate of the Servicer; provided, further, that such assignment shall be subject to the Facility Agent’s customary “know your customer” inquiries.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundGxxxx Capital BDC 3, Antares Strategic Credit Fund Inc., Gxxxx Capital BDC 3, Inc. shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use commercially reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Golub Capital BDC 3, Inc.)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, thenthe Administrative Agent, subject to Section 13.3(b), the Agent by at least five (5) Business Days’ written notice given to the Servicer (with a copy to the Collateral Agent and each LenderAdministrator) given to the Servicer (which notice shall include a statement specifying the reason or reasons for taking such action), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five ten (510) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral ObligationsAssets.
(b) The Unless otherwise required by applicable laws, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer. If the Servicer is required to resign due to applicable law, the Servicer shall appoint one of its Affiliates to act as servicer hereunder, subject to the Administrative Agent’s consent in its sole discretion unless the assignee is HPS Investment Partners, LLC; provided that if neither HPS Investment Partners, LLC nor any Affiliate of HPS Investment Partners, LLC is permitted to act as servicer hereunder by applicable law, the Servicer shall be entitled to appoint a Replacement Servicer, subject to the Administrative Agent’s consent in its sole discretion, to act as servicer hereunder, and upon execution of a written joinder to this Agreement in favor of the Administrative Agent pursuant to which it agrees to act in such capacity, such Affiliate of the Servicer, or such Replacement Servicer, shall from henceforth be the Servicer for all purposes hereunder.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last penultimate sentence of this Section 7.2(d8.02(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fundthe current Servicer, Antares Strategic Credit Fund the current Servicer shall continue to perform the obligations of the Servicer hereunderhereunder unless it is not legally permitted to do so. On and after the termination of the Servicer pursuant to this Section 7.28.02, the successor Servicer servicer appointed by the Administrative Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral ObligationsAssets, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations Assets and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations Assets containing all information necessary to enable the successor Servicer servicer to service the Collateral ObligationsAssets. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a8.02(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Administrative Agent.
Appears in 1 contract
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent (individually or as directed by the Required Lenders) by written notice given to the Servicer (with a copy to the Collateral Agent and each LenderAgent), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five ten (510) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except upon a reasonable determination that (i) by reason of a change in applicable legal requirements, the performance of its duties hereunder would cause it to be in violation of such legal requirements or (ii) by reason of a change in accounting treatment, the performance of its duties hereunder would cause consolidation issues. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered to the Facility Agent and each Agent and acceptable to the Facility Agent. Notwithstanding the foregoing, no USActive 49316845.15 - 75- resignation of the Servicer shall become effective other than in accordance with the provisions of Section 7.2(d) below.
(c) a. Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) b. Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Oaktree Strategic Credit FundIncomeSpecialty Lending Corporation, Antares Oaktree Strategic Credit Fund IncomeSpecialty Lending Corporation shall continue to perform the obligations of the Servicer hereunder. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the resignation or termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) c. At any time, any of the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent (with a copy to each Agent).
Appears in 1 contract
Samples: Omnibus Amendment to Warehouse Documents (Oaktree Specialty Lending Corp)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent (individually or as directed by the Required Lenders) by written notice given to the Servicer (with a copy to the Collateral Agent and each LenderAgent), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five ten (510) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except upon a reasonable determination that (i) by reason of a change in applicable legal requirements, the performance of its duties hereunder would cause it to be in violation of such legal requirements or (ii) by reason of a change in accounting treatment, the performance of its duties hereunder would cause consolidation issues. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered to the Facility Agent and each Agent and acceptable to the Facility Agent. Notwithstanding the foregoing, no resignation of the Servicer shall become effective other than in accordance with the provisions of Section 7.2(d) below.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundOSCF, Antares Strategic Credit Fund OSCF shall continue to perform the obligations of the Servicer hereunder. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the resignation or termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent (with a copy to each Agent).
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Oaktree Strategic Credit Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, thenthe Administrative Agent, subject to Section 13.3(b)acting at the direction of the Controlling Parties, the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each LenderAgent), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required LendersControlling Parties, deliver to any successor Servicer copies of its Records Required Funding Loan Documents or Required Loan Documents, as applicable, within five (5) Business Days after demand therefor and a computer tape (or any other means of electronic transmission acceptable to such successor Servicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing managing the Collateral ObligationsLoans.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, unless the effectiveness of any material change in Applicable Law renders the performance by the Servicer of its duties hereunder to be a violation of such Applicable Law as evidenced by an opinion of counsel rendered for the benefit of the Administrative Agent and the Lenders.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d16.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundXXXX, Antares Strategic Credit Fund XXXX shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.216.2, the successor Servicer appointed by the Agent Administrative Agent, acting at the direction of the Controlling Parties, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing managing of the Collateral ObligationsLoans, including the transfer to any successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations Loans and the delivery to any successor Servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations Loans containing all information necessary to enable the successor Servicer to service the Collateral ObligationsLoans. Notwithstanding anything contained herein to the contrary (except Section 7.2(c16.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a16.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Administrative Agent.
Appears in 1 contract
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five seven (57) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except (subject to Section 7.2(d)) upon a reasonable determination by it that, by reason of a change in Applicable Law, the performance of its duties hereunder would cause it to be in violation of such legal requirements. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered and acceptable to the Facility Agent.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Vista Credit Strategic Lending Corp., Vista Credit Fund, Antares Strategic Credit Fund Lending Corp. shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
(f) The Servicer, in its capacity as Servicer only and not in any other capacity, does hereby delegate to the Management Company, and the Management Company may execute any or all of the duties assigned to the Servicer hereunder; provided that (x) the Servicer shall not be relieved of any of its duties hereunder as a result of such delegation to or employment of the Management Company and shall be liable for acts and omissions of the Management Company to the same extent (including the same standard of care) as if such acts and omissions were acts or omissions of the Servicer and (y) the Servicer will be solely responsible for the fees and expenses payable to the Management Company. For the avoidance of doubt, any duty or obligation to be performed by the Servicer hereunder or under any other Transaction Document may be performed by the Servicer and/or the Management Company so designated in accordance with this Section. In the event of any dispute or conflicting instructions between the Servicer and/or the Management Company, the parties shall be entitled to exclusively rely on the instructions to the Servicer without any liability therefor.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Vista Credit Strategic Lending Corp.)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Administrative Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five ten (510) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except (subject to Section 7.2(d)) upon a reasonable determination that, by reason of a change in applicable legal requirements, the performance of its duties hereunder would cause it to be in violation of such legal requirements. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered and acceptable to the Administrative Agent.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last penultimate sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fundthe Servicer, Antares Strategic Credit Fund the Servicer shall continue to perform the obligations of the Servicer hereunder. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Administrative Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the resignation or termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Administrative Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (HMS Income Fund, Inc.)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Administrative Agent by written notice given to the Servicer (and the Borrower, with a copy to the Collateral Agent and each Lender)Agent, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its the Records in the Servicer’s possession within five (5) Business Days after written demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last penultimate sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fundthe Equityholder, Antares Strategic Credit Fund the Equityholder shall continue to perform the obligations of the Servicer hereunder. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Administrative Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this AgreementAgreement (other than any such provision solely applicable to Equityholder, including, without limitation, clause (h) of the definition of Servicer Default and Section 7.5(k)). The Servicer agrees to cooperate and use commercially reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the resignation or termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer Collateral Manager and the Administrative Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Business Development Corp of America)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender“Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereofhereof (including, for the avoidance of doubt, the provisions set forth in Section 7.2(d) below). In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Successor Servicer copies of its Records within five ten (510) Business Days after demand therefor. On and after the receipt by the Servicer of a Servicer Termination Notice pursuant to this Section 7.2(a) and subject to Section 7.2(d), the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Facility Agent in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Facility Agent, until a date mutually agreed upon by the Servicer and the Facility Agent and shall be entitled to receive the Servicing Fee therefor and accrued until such date. After such date, the Servicer agrees that it will terminate its activities as Servicer hereunder in a computer tape (or any other means of electronic transmission acceptable to such successor Servicer) containing as manner that the Facility Agent reasonably believes will facilitate the transition of the close performance of business on such activities to the date of demand Successor Servicer, and except as provided herein the Successor Servicer shall assume each and all of the data maintained Servicer’s obligations to service and administer the Collateral, on the terms and subject to the conditions herein set forth, and the Servicer shall cooperate and use reasonable efforts to assist the Successor Servicer in assuming such obligations, including the transfer to any Successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer in computer format in connection for deposit, or thereafter received with servicing respect to the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer (except upon the Servicer’s determination in consultation with nationally recognized counsel that the performance of its duties hereunder is or becomes impermissible under Applicable Law), unless it shall have assigned the role of “Servicer” to an Affiliate; provided that, the Facility Agent shall receive notice of any such assignment to an Affiliate of the Servicer; provided further that, such assignment shall be subject to the Facility Agent’s customary “know your customer” inquiries.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until Until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundGxxxx Capital Direct Lending Corporation, Antares Strategic Credit Fund Gxxxx Capital Direct Lending Corporation shall continue to perform the obligations of the Servicer hereunder. On and after the termination At any time following delivery of the a Servicer Termination Notice pursuant to this Section 7.2, the Facility Agent, may appoint a successor servicer (a “Successor Servicer”), which appointment shall take effect upon the Successor Servicer appointed accepting such appointment by a written assumption in a form satisfactory to the Facility Agent in its sole discretion, and the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and on and after the date of such appointment, shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Upon the appointment of a Successor Servicer agrees pursuant to cooperate and use reasonable efforts in effecting this Section 7.2, the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor initial Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received no liability with respect to any action performed by the Collateral Obligations and Successor Servicer on or after the delivery to any successor date that the Successor Servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to assumes the Collateral Obligations containing all information necessary to enable the successor Servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Agent in its sole discretion shall have assumed the responsibilities and obligations servicing duties of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Golub Capital Direct Lending Corp)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Administrative Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each LenderAgent), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required LendersControlling Parties, deliver to any successor Servicer copies of its Records Required Funding Loan Documents or Required Loan Documents, as applicable, within five (5) Business Days after demand therefor and a computer tape (or any other means of electronic transmission acceptable to such successor Servicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing managing the Collateral ObligationsLoans.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, unless the effectiveness of any material change in Applicable Law renders the performance by the Servicer of its duties hereunder to be a violation of such Applicable Law as evidenced by an opinion of counsel rendered for the benefit of the Administrative Agent and the Lenders.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d16.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundXXXX, Antares Strategic Credit Fund XXXX shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.216.2, the successor Servicer appointed by the Administrative Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing managing of the Collateral ObligationsLoans, including the transfer to any successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations Loans and the delivery to any successor Servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations Loans containing all information necessary to enable the successor Servicer to service the Collateral ObligationsLoans. Notwithstanding anything contained herein to the contrary (except Section 7.2(c16.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a16.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Administrative Agent.
Appears in 1 contract
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape (or any other means of electronic transmission acceptable to such successor Servicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereofof GSO Capital Partners LP; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and Successor, (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunderhereunder and (iii) immediately after the assignment or delegation, such Affiliate employs or otherwise retains the services of principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment or delegation not occurred.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit GSO Direct Lending Fund-D LP, Antares Strategic Credit Fund GSO Direct Lending Fund-D LP shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer appointed by the Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Agent.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Blackstone Private Credit Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender“Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereofhereof (including, for the avoidance of doubt, the provisions set forth in Section 7.2(d) below). In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor servicerSuccessor Servicer copies of its Records within five fiveten (5510) Business Days after demand therefor therefor. On and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing after the receipt by the Servicer of a Servicer Termination Notice pursuant to this Section 7.2(a) and subject to Section 7.2(d), the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Facility Agent in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Facility Agent, until a date mutually agreed upon by the Servicer and the Facility Agent and shall be entitled to receive the Servicing Fee therefor accrued until such date. After such date, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Facility Agent reasonably believes will facilitate the transition of the performance of such activities to the Successor Servicer, and except as provided herein the Successor Servicer shall assume each and all of the Servicer’s obligations to service and administer the Collateral, on the terms and subject to the conditions herein set forth, and the Servicer shall cooperate and use reasonable efforts to assist the Successor Servicer in assuming such obligations, including the transfer to any Successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or thereafter received with respect to the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer (except upon the Servicer’s determination in consultation with nationally recognized counsel that the performance of its duties hereunder is or becomes impermissible under Applicable Law), unless it shall have assigned the role of “Servicer” to an Affiliate; provided that, the Facility Agent shall receive notice of any such assignment to an Affiliate of the Servicer; provided, further, that, such assignment shall be subject to the Facility Agent’s customary “know your customer” inquiries.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until untilUntil a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundXxxxx Capital BDC 3, Antares Strategic Credit Fund Inc., Xxxxx Capital BDC 3, Inc. shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the theAt any time following delivery of a Servicer Termination Notice pursuant to this Section 7.2, the successor servicer appointed bySection 7.2, the Facility Agent, may appoint a successor servicer (a “Successor Servicer”), which appointment shall take effect upon the Successor Servicer appointed accepting such appointment by a written assumption in a form satisfactory to the Facility Agent in its sole discretion, and the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and on and after the date of such appointment, shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use commercially reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations obligationsUpon the appointment of a Successor Servicer pursuant to this Section 7.2, the initial Servicer shall have no liability with respect to any action performed by the Successor Servicer on or after the date that the Successor Servicer assumes the servicing duties of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Golub Capital BDC 3, Inc.)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Termination Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Administrative Agent by at least three (3) Business Days’ prior written notice given to the Servicer (with a copy to the Collateral Agent and each LenderAdministrator) given to the Servicer (which notice shall include a statement specifying the reason or reasons for taking such actions), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of DefaultTermination Event, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral ObligationsAssets.
(b) The Unless otherwise required by applicable laws, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer. Notwithstanding the foregoing, the Servicer may assign its obligations hereunder to a replacement servicer that is controlled by TIAA (with “control” for purposes of this clause meaning the direct or indirect holding of a majority of the voting interests in, or the authority to direct the day-to-day operations of, such replacement servicer) so long as the Administrative Agent and each Lender has received all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.USActive 57710049.13-83-
(d) Subject to the last penultimate sentence of this Section 7.2(d8.02(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fundthe current Servicer, Antares Strategic Credit Fund the current Servicer shall continue to perform the obligations of the Servicer hereunderhereunder unless it is not legally permitted to do so. On and after the termination of the Servicer pursuant to this Section 7.28.02, the successor Servicer servicer appointed by the Administrative Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral ObligationsAssets, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations Assets and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations Assets containing all information necessary to enable the successor Servicer servicer to service the Collateral ObligationsAssets. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a8.02(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Nuveen Churchill Private Capital Income Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, then (subject to Section 13.3(b)), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(ba) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer.
(cb) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Facility Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser Blackstone Private Credit Fund or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and Successor, (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunderhereunder and (iii) immediately after the assignment or delegation, such Affiliate employs or otherwise retains the services of principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment or delegation not occurred.
(dc) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundBCRED Twin Peaks LLC, Antares Strategic Credit Fund BCRED Twin Peaks LLC shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(ed) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Blackstone Private Credit Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Serviceran Event of Default shall occur and be continuing, thenthe Administrative Agent or the RequiredMajority Lenders, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Serviceran Event of Default, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required RequiredMajority Lenders, deliver to any successor Servicer servicer copies of its Records within five ten (510) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except (subject to Section 7.2(d)) upon a reasonable determination that, by reason of a change in applicable legal requirements, the performance of its duties hereunder would cause it to be in violation of such legal requirements. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered and acceptable to the Administrative Agent.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last penultimate sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fundthe Servicer, Antares Strategic Credit Fund the Servicer shall continue to perform the obligations of the Servicer hereunder. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Administrative Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the resignation or termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent in its itsand the Majority Lenders, in their respective sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Administrative Agent.
Appears in 1 contract
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer an Event of Default shall occur and be continuing, thenthe Administrative Agent or the Majority Lenders, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer an Event of Default, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required Majority Lenders, deliver to any successor Servicer servicer copies of its Records within five ten (510) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations. Upon such resignation or removal of the Servicer, the Administrative Agent will provide advance notice to Morningstar (via email at XXXXxxxxxxxxx@xxxxxxxxxxx.xxx).
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except (subject to Section 7.2(d)) upon a reasonable determination that, by reason of a change in applicable legal requirements, the performance of its duties hereunder would cause it to be in violation of such legal requirements. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered and acceptable to the Administrative Agent.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last penultimate sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fundthe Servicer, Antares Strategic Credit Fund the Servicer shall continue to perform the obligations of the Servicer hereunder. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Administrative Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the resignation or termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent and the Majority Lenders, in its their respective sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and, the Administrative Agent. and the AgentMorningstar (via email at XXXXxxxxxxxxx@xxxxxxxxxxx.xxx).
Appears in 1 contract
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer an Event of Default shall occur and be continuing, thenthe Facility Agent, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon during the occurrence continuance of a Servicer an Event of Default, the Servicer shall, if so requested by the Agent, Facility Agent (individually or acting at the direction of the Required Lenders), deliver to any successor Servicer servicer copies of its Records within five ten (510) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except (subject to Section 7.2(d)) upon a reasonable determination by it that, by reason of a change in applicable legal requirements, the performance of its duties hereunder would cause it to be in violation of such legal requirements. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered and acceptable to the Facility Agent.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), Capital Southwest Corporation shall continue to perform the obligations of the Servicer hereunder until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fund, Antares Strategic Credit Fund shall continue to perform the obligations of the Servicer hereunderCapital Southwest Corporation. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the resignation or termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Capital Southwest Corp)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape (or any other means of electronic transmission acceptable to such successor Servicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereofof Blackstone Private Credit Fund; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and Successor, (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunderhereunder and (iii) immediately after the assignment or delegation, such Affiliate employs or otherwise retains the services of principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment or delegation not occurred.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Blackstone Private Credit Fund, Antares Strategic Blackstone Private Credit Fund shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer appointed by the Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Agent.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Blackstone Private Credit Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five seven (57) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except (subject to Section 7.2(d)) upon a reasonable determination by it that, by reason of a change in Applicable Law, the performance of its duties hereunder would cause it to be in violation of such legal requirements. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered and acceptable to the Facility Agent.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic SCP Private Credit FundIncome BDC LLC, Antares Strategic SCP Private Credit Fund Income BDC LLC shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the -61- successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (SCP Private Credit Income BDC LLC)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each LenderAgent), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape (or any other means of electronic transmission acceptable to such successor Servicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing managing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, unless the effectiveness of any material change in Applicable Law renders the performance by the Servicer of its duties hereunder to be a violation of such Applicable Law.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundARES STRATEGIC INCOME FUND, Antares Strategic Credit Fund ARES STRATEGIC INCOME FUND shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer appointed by the Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing managing of the Collateral Obligations, including the transfer to any successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Agent.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Ares Strategic Income Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender“Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereofhereof (including, for the avoidance of doubt, the provisions set forth in Section 7.2(d) below). In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Successor Servicer copies of its Records within five ten (510) Business Days after demand therefor. On and after the receipt by the Servicer of a Servicer Termination Notice pursuant to this Section 7.2(a) and subject to Section 7.2(d), the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Facility Agent in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Facility Agent, until a date mutually agreed upon by the Servicer and the Facility Agent and shall be entitled to receive the Servicing Fee therefor and accrued until such date. After such date, the Servicer agrees that it will terminate its activities as Servicer hereunder in a computer tape (or any other means of electronic transmission acceptable to such successor Servicer) containing as manner that the Facility Agent reasonably believes will facilitate the transition of the close performance of business on such activities to the date of demand Successor Servicer, and except as provided herein the Successor Servicer shall assume each and all of the data maintained Servicer’s obligations to service and administer the Collateral, on the terms and subject to the conditions herein set forth, and the Servicer shall cooperate and use reasonable efforts to assist the Successor Servicer in assuming such obligations, including the transfer to any Successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer in computer format in connection for deposit, or thereafter received with servicing respect to the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer (except upon the Servicer’s determination in consultation with nationally recognized counsel that the performance of its duties hereunder is or becomes impermissible under Applicable Law), unless it shall have assigned the role of “Servicer” to an Affiliate; provided that, the Facility Agent shall receive notice of any such assignment to an Affiliate of the Servicer; provided further that, such assignment shall be subject to the Facility Agent’s customary “know your customer” inquiries.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until Until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundXxxxx Capital BDC 4, Antares Strategic Credit Fund Inc., Xxxxx Capital BDC 4, Inc. shall continue to perform the obligations of the Servicer hereunder. On and after the termination At any time following delivery of the a Servicer Termination Notice pursuant to this Section 7.2, the Facility Agent, may appoint a successor servicer (a “Successor Servicer”), which appointment shall take effect upon the Successor Servicer appointed accepting such appointment by a written assumption in a form satisfactory to the Facility Agent in its sole discretion, and the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and on and after the date of such appointment, shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Upon the appointment of a Successor Servicer agrees pursuant to cooperate and use reasonable efforts in effecting this Section 7.2, the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor initial Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received no liability with respect to any action performed by the Collateral Obligations and Successor Servicer on or after the delivery to any successor date that the Successor Servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to assumes the Collateral Obligations containing all information necessary to enable the successor Servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Agent in its sole discretion shall have assumed the responsibilities and obligations servicing duties of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Golub Capital BDC 4, Inc.)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender), may terminate all of the rights and obligations of the Servicer and appoint a successor (with the consent of the Required Lenders) pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape (or any other means of electronic transmission acceptable to such successor Servicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing managing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, other than in connection with a change in Applicable Law that has a material adverse effect upon the Servicer in connection with the performance of its duties hereunder.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic AGL Private Credit Income Fund, Antares Strategic AGL Private Credit Income Fund shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer appointed by the Agent (with the consent of the Required Lenders) shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing managing of the Collateral Obligations, including the transfer to any successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination resignation of the Servicer shall not become effective until an entity acceptable to each of the Agent and the Equityholder in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Agent.
Appears in 1 contract
Samples: Loan and Servicing Agreement (AGL Private Credit Income Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, thenthe Administrative Agent or the Required Lenders, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five ten (510) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except (subject to Section 7.2(d)) upon a reasonable determination that, by reason of a change in applicable legal requirements, the performance of its duties hereunder would cause it to be in violation of such legal requirements. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered and acceptable to the Administrative Agent.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last penultimate sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fundthe Servicer, Antares Strategic Credit Fund the Servicer shall continue to perform the obligations of the Servicer hereunder. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Administrative Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the resignation or termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Administrative Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (HMS Income Fund, Inc.)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer an Event of Default shall occur and be continuing, thenthe Administrative Agent or the Majority Lenders, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer an Event of Default, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required Majority Lenders, deliver to any successor Servicer servicer copies of its Records within five ten (510) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations. Upon such resignation or removal of the Servicer, the Administrative Agent will provide advance notice to Morningstar (via email at XXXXxxxxxxxxx@xxxxxxxxxxx.xxx).
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, except (subject to Section 7.2(d)) upon a reasonable determination that, by reason of a change in applicable legal requirements, the performance of its duties hereunder would cause it to be in violation of such legal requirements. Any such determination permitting the resignation of the Servicer pursuant to this Section 7.2(b) shall be evidenced by an Officer’s Certificate to such effect delivered and acceptable to the Administrative Agent.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last penultimate sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fundthe Servicer, Antares Strategic Credit Fund the Servicer shall continue to perform the obligations of the Servicer hereunder. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Administrative Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the resignation or termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent and the Majority Lenders, in its their respective sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer Servicer, the Administrative Agent and the AgentMorningstar (via email at XXXXxxxxxxxxx@xxxxxxxxxxx.xxx).
Appears in 1 contract
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer an Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Administrative Agent and each Lenderthe Collateral Agent), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer an Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Specialty Credit FundServices, Antares Strategic LLC, Specialty Credit Fund Services, LLC shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall result in an Event of Default and not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer Servicer, the Administrative Agent and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Silver Point Specialty Lending Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five seven (57) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of USActive 58353885.2 any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundMSD Investment Corp., Antares Strategic Credit Fund MSD Investment Corp. shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (MSD Investment Corp.)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Termination Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Administrative Agent by at least three (3) Business Days’ prior written notice given to the Servicer (with a copy to the Collateral Agent and each LenderAdministrator) given to the Servicer (which notice shall include a statement specifying the reason or reasons for taking such actions), may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of DefaultTermination Event, the Servicer shall, if so requested by the Administrative Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral ObligationsAssets.
(b) The Unless otherwise required by applicable laws, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer. Notwithstanding the foregoing, the Servicer may assign its obligations hereunder to a replacement servicer that is controlled by TIAA (with “control” for purposes of this clause meaning the direct or indirect holding of a majority of the voting interests in, or the authority to direct the day-to-day operations of, such replacement servicer) so long as the Administrative Agent and each Lender has received all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last penultimate sentence of this Section 7.2(d8.02(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit Fundthe current Servicer, Antares Strategic Credit Fund the current Servicer shall continue to perform the obligations of the Servicer hereunderhereunder unless it is not legally permitted to do so. On and after the termination of the Servicer pursuant to this Section 7.28.02, the successor Servicer servicer appointed by the Administrative Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral ObligationsAssets, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations Assets and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations Assets containing all information necessary to enable the successor Servicer servicer to service the Collateral ObligationsAssets. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Administrative Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, any of the Administrative Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a8.02(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Nuveen Churchill Private Capital Income Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Facility Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereofof GSO Capital Partners LP; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and Successor, (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunderhereunder and (iii) immediately after the assignment or delegation, such Affiliate employs or otherwise retains the services of principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment or delegation not occurred.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit GSO Direct Lending Fund-D LP, Antares Strategic Credit Fund GSO Direct Lending Fund-D LP shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Blackstone Private Credit Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereofhereof (including, for the avoidance of doubt, the provisions set forth in Section 7.2(d) below). In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, unless it shall have assigned the role of “Servicer” to an Affiliate; provided that the Facility Agent shall receive notice of any such assignment to an Affiliate of the Servicer; provided, further, that such assignment shall be subject to the Facility Agent’s customary “know your customer” inquiries.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundGxxxx Capital Investment Corporation, Antares Strategic Credit Fund Gxxxx Capital Investment Corporation shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use commercially reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (GOLUB CAPITAL INVESTMENT Corp)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender), may terminate all of the rights and obligations of the Servicer and appoint a successor (with the consent of the Required Lenders) pursuant to the terms hereof. In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape (or any other means of electronic transmission acceptable to such successor Servicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing managing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, unless the effectiveness of any material change in Applicable Law renders the performance by the Servicer of its duties hereunder to be a violation of such Applicable Law.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares ARES STRATEGIC INCOME FUND, ARES STRATEGIC INCOME FUNDAres Strategic Credit Income Fund, Antares Ares Strategic Credit Income Fund shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer appointed by the Agent (with the consent of the Required Lenders) shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use reasonable efforts in effecting the transition of the responsibilities and rights of servicing managing of the Collateral Obligations, including the transfer to any successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer to service the Collateral Obligations. Notwithstanding anything contained herein privileges and qualification has had, or would reasonably be expected to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liabilityhave, the termination of the Servicer shall not become effective until an entity acceptable to the Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicera Material Adverse Effect.
(e) At any time, the Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Agent.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Ares Strategic Income Fund)
Resignation and Removal of the Servicer; Appointment of Successor Servicer. (a) If a Servicer Event of Default shall occur and be continuing, then, subject to Section 13.3(b), the Facility Agent by written notice given to the Servicer (with a copy to the Collateral Agent and each Lender)Servicer, may terminate all of the rights and obligations of the Servicer and appoint a successor pursuant to the terms hereofhereof (including, for the avoidance of doubt, the provisions set forth in Section 7.2(d) below). In addition, if the Servicer is terminated upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Facility Agent, acting at the direction of the Required Lenders, deliver to any successor Servicer servicer copies of its Records within five (5) Business Days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to such successor Servicerservicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Collateral Obligations.
(b) The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer, unless it shall have assigned the role of “Servicer” to an Affiliate; provided that the Facility Agent shall receive notice of any such assignment to an Affiliate of the Servicer; provided, further, that such assignment shall be subject to the Facility Agent’s customary “know your customer” inquiries.
(c) Any Person (i) into which the Servicer may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing and notwithstanding anything else to the contrary contained in this Agreement, the Servicer may (in its sole discretion) upon prior written notice to the Agent (with a copy to the Collateral Agent), at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or delegate its rights or responsibilities under this Agreement to the BDC Adviser or any Affiliate thereof; provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Servicer hereunder and otherwise qualifies as an Eligible Successor and (ii) such Affiliate is legally qualified to and has the capacity to act as Servicer hereunder.
(d) Subject to the last sentence of this Section 7.2(d), until a successor Servicer has commenced servicing activities in the place of Antares Strategic Credit FundXxxxx Capital BDC 3, Antares Strategic Credit Fund Inc., Xxxxx Capital BDC 3, Inc. shall continue to perform the obligations of the Servicer hereunder. On and after the termination of the Servicer pursuant to this Section 7.2, the successor Servicer servicer appointed by the Facility Agent shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Servicer agrees to cooperate and use commercially reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor Servicer servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor Servicer servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor Servicer servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary (except Section 7.2(c)) and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.
(e) At any time, the Facility Agent or any Lender may irrevocably waive any rights granted to such party under Section 7.2(a). Any such waiver shall be in writing and executed by such party that is waiving its rights hereunder. A copy of such waiver shall be promptly delivered by the waiving party to the Servicer and the Facility Agent.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Golub Capital BDC 3, Inc.)