Common use of The Applicable Servicer Not to Resign Clause in Contracts

The Applicable Servicer Not to Resign. The Applicable Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the Applicable Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Applicable Servicer could take to make the performance of its duties hereunder permissible under Applicable Law or (b) TCG BDC II, Inc., as initial Portfolio Asset Servicer hereunder, may resign as Portfolio Asset Servicer and [], as initial Calculation Agent hereunder, may resign as Calculation Agent, in each case upon prior notice to the other parties hereto upon the selection of a Replacement Servicer for such Applicable Servicer or (c) upon at least 60 days’ prior notice to the other parties hereto. If no successor servicer shall have been appointed and an instrument of acceptance by a successor Applicable Servicer shall not have been delivered to the Applicable Servicer within 30 days after the giving of such notice of resignation, the resigning Applicable Servicer may petition any court of competent jurisdiction for the appointment of a successor Applicable Servicer. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Applicable Servicer in accordance with Section 8.02. In the case of the Calculation Agent, any Fees then due and owing to the Calculation Agent and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter, shall be due and payable on such discharge date and shall be paid from amounts in the Collection Account in accordance with Section 2.08 and if such amounts are insufficient to pay such amounts then due and owing, shall be paid by the Borrower (or the Lenders if the Borrower fails to so pay such amounts) within 10 Business Days of receipt of an invoice therefor.

The Applicable Servicer Not to Resign. The Applicable Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the Applicable Servicer’s 's determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Applicable Servicer could take to make the performance of its duties hereunder permissible under Applicable Law or (b) TCG BDC II, Inc.Xxxxxxx Secured Lending III, as initial Portfolio Asset Servicer hereunder, may resign as Portfolio Asset Servicer and []Massachusetts Mutual Life Insurance Company, as initial Calculation Agent hereunder, may resign as Calculation Agent, in each case upon prior notice to the other parties hereto upon the selection of a Replacement Servicer for such Applicable Servicer or (c) upon at least 60 days’ ' prior notice to the other parties hereto. If no successor servicer shall have been appointed and an instrument of acceptance by a successor Applicable Servicer shall not have been delivered to the Applicable Servicer within 30 days after the giving of such notice of resignation, the resigning Applicable Servicer may petition any court of competent jurisdiction for the appointment of a successor Applicable Servicer. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Applicable Servicer in accordance with Section 8.02. In the case of the Calculation Agent, any Fees then due and owing to the Calculation Agent and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter, shall be due and payable on such discharge date and shall be paid from amounts in the Collection Account Accounts in accordance with Section 2.08 and if such amounts are insufficient to pay such amounts then due and owing, shall be paid by the Borrower (or the Lenders if the Borrower fails to so pay such amounts) within 10 Business Days of receipt of an invoice therefor.

The Applicable Servicer Not to Resign. The Applicable Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the such Applicable Servicer’s reasonable determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the such Applicable Servicer could take to make the performance of its duties hereunder permissible under Applicable Law or (b) TCG BDC II, Inc., as initial Portfolio Asset Servicer hereunder, may resign as Portfolio Asset Servicer and [], as initial Calculation Agent hereunder, may resign as Calculation Agent, in each case upon prior notice to the other parties hereto upon the selection of a Replacement Servicer for such Applicable Servicer or (c) upon at least 60 days’ prior notice to the other parties hereto. If no successor servicer shall have been appointed and an instrument of acceptance by a successor to such Applicable Servicer shall not have been delivered to such Applicable Servicer, the retiring Applicable Servicer’s resignation shall not become effective. If the Initial Lender assumes the duties of such Applicable Servicer within 30 days after the giving of hereunder, it shall remain as such notice of resignation, the resigning Applicable Servicer may petition any court of competent jurisdiction for the appointment of a successor Applicable Servicer. No such resignation shall become effective until it (acting alone) appoints a Replacement Servicer shall have assumed with the responsibilities and obligations consent of the Applicable Servicer Borrower (such consent not to be unreasonably withheld or delayed and such consent not being required if an Event of Default has occurred and is continuing) in accordance with Section 8.02the terms hereof. In the case of the Calculation Agent, any Any Fees then due and owing to the Calculation Agent Facility Servicer and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any the Facility Servicer Fee Letter, shall be due and payable on such discharge date and shall be paid from amounts in the Collection Account Secured Accounts in accordance with Section 2.08 and if such amounts are insufficient to pay such amounts then due and owing, shall be paid by the Borrower (or the Lenders ratably if the Borrower fails fail to so pay such amounts) within 10 ten Business Days of after receipt of an invoice therefor. Upon an Applicable Servicer’s termination or resignation, such Applicable Servicer shall promptly deliver to either the Replacement Servicer or the Initial Lender all of the related documents and statements held by it hereunder with respect to the Loan Assets.

The Applicable Servicer Not to Resign. The Applicable Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the Applicable Servicer’s 's determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Applicable Servicer could take to make the performance of its duties hereunder permissible under Applicable Law or (b) TCG BDC II, Inc.Xxxxxxx Secured Lending III, as initial Portfolio Asset Servicer hereunder, may resign as Portfolio Asset Servicer and []Barings Finance LLC, as initial Calculation Agent hereunder, may resign as Calculation Agent, in each case upon prior notice to the other parties hereto upon the selection of a Replacement Servicer for such Applicable Servicer or (c) upon at least 60 days’ ' prior notice to the other parties hereto. If no successor servicer shall have been appointed and an instrument of acceptance by a successor Applicable Servicer shall not have been delivered to the Applicable Servicer within 30 days after the giving of such notice of resignation, the resigning Applicable Servicer may petition any court of competent jurisdiction for the appointment of a successor Applicable Servicer. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Applicable Servicer in accordance with Section 8.02. In the case of the Calculation Agent, any Fees then due and owing to the Calculation Agent and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter, shall be due and payable on such discharge date and shall be paid from amounts in the Collection Account Accounts in accordance with Section 2.08 and if such amounts are insufficient to pay such amounts then due and owing, shall be paid by the Borrower (or the Lenders if the Borrower fails to so pay such amounts) within 10 Business Days of receipt of an invoice therefor.

The Applicable Servicer Not to Resign. The Applicable Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the Applicable Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Applicable Servicer could take to make the performance of its duties hereunder permissible under Applicable Law or (b) Carlyle Credit Solutions, Inc. (formerly known as TCG BDC II, Inc.), as initial Portfolio Asset Servicer hereunder, may resign as Portfolio Asset Servicer and [[ ], as initial Calculation Agent hereunder, may resign as Calculation Agent, in each case upon prior notice to the other parties hereto upon the selection of a Replacement Servicer for such Applicable Servicer or (c) upon at least 60 days’ prior notice to the other parties hereto. If no successor servicer shall have been appointed and an instrument of acceptance by a successor Applicable Servicer shall not have been delivered to the Applicable Servicer within 30 days after the giving of such notice of resignation, the resigning Applicable Servicer may petition any court of competent jurisdiction for the appointment of a successor Applicable Servicer. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Applicable Servicer in accordance with Section 8.02. In the case of the Calculation Agent, any Fees then due and owing to the Calculation Agent and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter, shall be due and payable on such discharge date and shall be paid from amounts in the Collection Account AccountAccounts in accordance with Section 2.08 and if such amounts are insufficient to pay such amounts then due and owing, shall be paid by the Borrower (or the Lenders if the Borrower fails to so pay such amounts) within 10 Business Days of receipt of an invoice therefor.