Common use of Appointment of Replacement Servicer Clause in Contracts

Appointment of Replacement Servicer. At any time following the delivery of a Servicer Termination Notice, the Administrative Agent may, at its discretion, (i) appoint SMBC (or an Affiliate thereof) as Servicer under this Agreement and, in such case, all authority, power, rights and obligations of the Servicer shall pass to and be vested in SMBC (or an Affiliate thereof) or (ii) appoint a new Servicer which shall be an Eligible Replacement (as defined below) (the “Replacement Servicer”), which appointment shall take effect upon the Replacement Servicer accepting such appointment by a written assumption in a form satisfactory to the Administrative Agent in its sole discretion. In the event that SMBC (or an Affiliate thereof) or a Replacement Servicer has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Administrative Agent shall petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States 107 performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

Appointment of Replacement Servicer. At any time following the delivery of a Servicer Termination Notice, the Administrative Agent may, at its discretion, (i) in its sole discretion, appoint SMBC (or an Affiliate thereof) Approved Replacement Servicer as the Servicer under this Agreement and, in such case, all authority, power, rights and obligations of the Servicer shall pass to and be vested in SMBC (or an Affiliate thereof) such Approved Replacement Servicer or (ii) with the prior writtenwith the consent of the Borrower and GCBDC (such consent not to be unreasonably withheld, delayed or conditioned and such consent not required if the Administrative Agent shall be the successor Servicer), appoint a new Servicer which shall be an Eligible Replacement (as defined below) (in each case, the “Replacement Servicer”), which appointment shall take effect upon the Replacement Servicer accepting such appointment by a written assumption in a form satisfactory to the Administrative Agent in its sole discretiondiscretion and, in such case, all authority, power, rights and obligations of the Servicer shall pass to and be vested in such Replacement Servicer. In the event that SMBC (or an Affiliate thereof) or a Replacement Servicer has not accepted its appointment at the time when the Servicer ceases to act as Servicer, or has not been appointed within sixty (60) days of the termination of the Servicer due to the failure of any such Replacement Servicer to be approved, the Administrative Agent shall petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States 107 performance $50,000,000 and whose regular business includes the servicing of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered assets similar to the Administrative Agent. No such resignation shall become effective until a Collateral Portfolio, as the Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02hereunder.

Appointment of Replacement Servicer. At any time following the delivery of a Servicer Termination Notice, the Administrative Agent may, at its discretion, (i) in its sole discretion, appoint SMBC (or an Affiliate thereof) Approved Replacement Servicer as the Servicer under this Agreement and, in such case, all authority, power, rights and obligations of the Servicer shall pass to and be vested in SMBC (or an Affiliate thereof) such Approved Replacement Servicer or (ii) with the prior writtenwith the consent of the Borrower and Gxxxx Capital BDC, Inc. (such consent not to be unreasonably withheld, delayed or conditioned and such consent not required if the Administrative Agent shall be the successor Servicer), appoint a new Servicer which shall be an Eligible Replacement (as defined below) (in each case, the “Replacement Servicer”), which appointment shall take effect upon the Replacement Servicer accepting such appointment by a written assumption in a form satisfactory to the Administrative Agent in its sole discretiondiscretion and, in such case, all authority, power, rights and obligations of the Servicer shall pass to and be vested in such Replacement Servicer. In the event that SMBC (or an Affiliate thereof) or a Replacement Servicer has not accepted its appointment at the time when the Servicer ceases to act as Servicer, or has not been appointed within sixty (60) days of the termination of the Servicer due to the failure of any such Replacement Servicer to be approved, the Administrative Agent shall petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States 107 performance $50,000,000 and whose regular business includes the servicing of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered assets similar to the Administrative Agent. No such resignation shall become effective until a Collateral Portfolio, as the Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02hereunder.