Appears in 3 contracts

Sources: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.), Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.), Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s 's determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ ' prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the ~~Administrative Agent~~ Majority Lenders gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with its resignation or the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the ~~Administrative Agent~~ Majority Lenders or to such Person as the ~~Administrative Agent~~ Majority Lenders may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents to any successor Collateral Custodian appointed by the ~~Administrative Agent at the direction of the~~ Majority Lenders (such consent not to be unreasonably withheld).

Appears in 3 contracts

Sources: Loan and Servicing Agreement (Carlyle Secured Lending III), Loan and Servicing Agreement (Carlyle Secured Lending III), Loan and Servicing Agreement (Carlyle Secured Lending III)

Appears in 3 contracts

Sources: Loan and Servicing Agreement (HPS Corporate Lending Fund), Loan and Servicing Agreement (HPS Corporate Lending Fund), Loan and Servicing Agreement (HPS Corporate Lending Fund)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may ~~petition any court~~ resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Administrative Agent and the Borrower of ~~competent jurisdiction for the appointment~~ written notice of such resignation specifying a ~~successor Collateral Custodian. No~~ date when such resignation shall ~~become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian~~take effect. ~~Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b)~~ Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, ~~the~~ Collateral Custodian shall (i) be reimbursed for any ~~costs, fees~~ costs and expenses ~~that the~~ Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EJ; provided that the Borrower ~~consents~~ shall consent to any successor Collateral Custodian appointed by the Administrative Agent ~~at the direction of the Majority Lenders~~ (such consent not to be unreasonably withheld). If no successor collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor Collateral Custodian being appointed.

Appears in 2 contracts

Sources: Loan and Servicing Agreement (Solar Capital Ltd.), Consent and Omnibus Amendment (Solar Capital Ltd.)

Appears in 2 contracts

Sources: Loan and Servicing Agreement (AG Twin Brook Capital Income Fund), Loan and Servicing Agreement (AGTB Private BDC)

Appears in 2 contracts

Sources: Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp)

Collateral Custodian Resignation. ~~(a)~~ The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (ia) upon the Collateral Custodian’s determination that (Ai) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (Bii) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (iib) upon at least 90 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 30 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. ~~Notwithstanding anything to~~ In the ~~contrary herein~~event Midland resigns in its role or is terminated as Servicer, ~~no Competitor~~ Administrative Agent, the Account Bank and/or Collateral Custodian or Midland, as applicable, shall be ~~appointed~~ deemed to have concurrently resigned or been terminated, as ~~a successor~~ applicable, in its role as Servicer, Administrative Agent, the Account Bank and/or Collateral Custodian~~. (b)~~ , as applicable, with no further action needed by any of the parties hereto; provided that, such resignation or termination, as applicable, shall comply with the requirements of this Agreement. Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EI; provided that the Borrower ~~consents~~ shall consent to any successor Collateral Custodian appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld).

Appears in 2 contracts

Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.), Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the ~~Majority Lenders~~ Initial Lender acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default); provided that in no event shall any successor Collateral Custodian be a Competitor. If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid (or otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the ~~Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor~~ Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination ~~hereof~~pursuant to Section 9.05, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with its resignation or with the termination of its duties under this Agreement and (ii) deliver all of the Required ~~Loan~~ Portfolio Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit ~~E; provided that the Borrower consents~~ G. With respect to any ~~successor~~ Electronic Portfolio Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian ~~appointed by~~ will remove from its possession and shall delete all Electronic Portfolio Asset Files held in its possession pursuant to this Agreement and in accordance with the ~~Administrative Agent at the direction~~ Collateral Custodian’s customary retention and purging policies and procedures of ~~the Majority Lenders (such consent not to be unreasonably withheld)~~electronic files and data.

Appears in 2 contracts

Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.), Loan and Servicing Agreement (Exantas Capital Corp.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may ~~petition any court~~ resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof) of ~~competent jurisdiction for the appointment~~ written notice of such resignation specifying a ~~successor Collateral Custodian. No~~ date when such resignation shall ~~become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian~~take effect. ~~Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b)~~ Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, ~~the~~ Collateral Custodian shall (i) be reimbursed for any ~~costs, fees~~ costs and expenses ~~that the~~ Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EM; provided that the Borrower ~~consents~~ shall consent to any successor Collateral Custodian appointed by the Administrative Agent ~~at the direction of the Majority Lenders~~ (such consent not to be unreasonably withheld). In the case of a resignation or removal of the Collateral Custodian pursuant to this Section 12.07, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall not have been delivered to the Collateral Custodian within 90 days after the giving of such notice of removal, the Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor ▇▇▇▇▇▇▇▇▇▇ Custodian being appointed.

Appears in 1 contract

Sources: Loan and Servicing Agreement (MSD Investment Corp.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not -105- have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents to any successor Collateral Custodian appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld).

Appears in 1 contract

Sources: Loan and Servicing Agreement (TCG BDC II, Inc.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the ~~Majority Lenders~~ Initial Lender acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid (or otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the ~~Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor~~ Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination ~~hereof~~pursuant to Section 9.05, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with its resignation or with the termination of its duties under this Agreement and (ii) deliver all of the Required ~~Loan~~ LoanPortfolio Documents in the possession of the Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to the Collateral Custodian in writing upon the receipt of a request in the form of Exhibit ~~E; provided that the Borrower consents~~ G. With respect to any ~~successor~~ Electronic LoanPortfolio Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian ~~appointed by~~ will remove from its possession and shall delete all Electronic LoanPortfolio Asset Files held in its possession pursuant to this Agreement and in accordance with the ~~Administrative Agent at the direction~~ Collateral Custodian’s customary retention and purging policies and procedures of ~~the Majority Lenders (such consent not to be unreasonably withheld)~~electronic files and data.

Appears in 1 contract

Sources: Loan and Servicing Agreement (FS Credit Real Estate Income Trust, Inc.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not NAI-15121569431515895953v1213 -106- have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents to any successor Collateral Custodian appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld).

Appears in 1 contract

Sources: Loan and Servicing Agreement (TCG BDC II, Inc.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may ~~petition any court~~ resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Facility Agent (who will provide each Lender with a copy promptly upon receipt thereof) of ~~competent jurisdiction for the appointment~~ written notice of such resignation specifying a ~~successor Collateral Custodian. No~~ date when such resignation shall ~~become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian~~take effect. ~~Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b)~~ Upon the effective date of such resignation, or if the ~~Administrative~~ Facility Agent gives Collateral Custodian written notice of an earlier termination hereof, ~~the~~ Collateral Custodian shall (i) be reimbursed for any ~~costs, fees~~ costs and expenses ~~that the~~ Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the ~~Administrative~~ Facility Agent or to such Person as the ~~Administrative~~ Facility Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EM; provided that the Borrower ~~consents~~ shall consent to any successor Collateral Custodian appointed by the ~~Administrative~~ Facility Agent ~~at the direction of the Majority Lenders~~ (such consent not to be unreasonably withheld). In the case of a resignation or removal of the Collateral Custodian pursuant to this Section 12.07, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall not have been delivered to the Collateral Custodian within 90 days after the giving of such notice of removal, the Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor C▇▇▇▇▇▇▇▇▇ Custodian being appointed.

Appears in 1 contract

Sources: Loan and Security Agreement (North Haven Private Income Fund LLC)

Collateral Custodian Resignation. ~~(a) The~~ Collateral Custodian ~~shall not~~ may resign and be discharged from ~~the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of~~ its duties ~~hereunder is~~ or ~~becomes impermissible under Applicable Law and~~ obligations hereunder, not earlier than thirty (B30) ~~there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice~~ days after delivery to the ~~other parties hereto. Upon any~~ Administrative Agent of written notice of such ~~resignation, the Borrower and the Majority Lenders acting jointly~~ resignation specifying a date when such resignation shall ~~appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default)~~take effect. If no successor ~~Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to~~ collateral custodian has accepted appointment as the Collateral Custodian ~~within 45~~ by the date thirty (30) days ~~after the giving of such~~ following a resigning Collateral Custodian’s notice of resignation, the resigning Collateral ~~Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral~~ Custodian~~. No such~~ ’s resignation shall nevertheless thereupon become ~~effective~~ effective, and the Collateral Agent (or its designee) shall perform the duties of the Collateral Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, ~~the~~ Collateral Custodian shall (i) be reimbursed for any ~~costs, fees~~ costs and expenses ~~that the~~ Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit ~~E; provided that~~ J. For the ~~Borrower consents to any successor~~ avoidance of doubt, the Collateral Custodian ~~appointed by~~ shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any Collateral Custodian Fees accrued through the ~~Administrative Agent at the direction~~ effective date of ~~the Majority Lenders (such consent not~~ its resignation pursuant to ~~be unreasonably withheld)~~and in accordance with this Section 11.07.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Owl Rock Capital Corp)

Appears in 1 contract

Sources: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may ~~petition any court~~ resign and be discharged from its duties or obligations hereunder, not earlier than 60 days after delivery to the Administrative Agent of ~~competent jurisdiction for the appointment~~ written notice of such resignation specifying a ~~successor Collateral Custodian. No~~ date when such resignation shall ~~become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian~~take effect. ~~Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b)~~ Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, ~~the~~ Collateral Custodian shall (i) be reimbursed for any ~~costs, fees~~ costs and expenses ~~that the~~ Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EL; provided that the Borrower ~~consents~~ shall consent to any successor Collateral Custodian appointed by the Administrative Agent ~~at the direction of the Majority Lenders~~ (such consent not to be unreasonably withheld). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 90 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor Collateral Custodian being appointed.

Appears in 1 contract

Sources: Loan and Security Agreement (FS Investment Corp III)

Appears in 1 contract

Sources: Loan and Servicing Agreement (Apollo Debt Solutions BDC)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may ~~petition any court~~ resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof) of ~~competent jurisdiction for the appointment~~ written notice of such resignation specifying a ~~successor Collateral Custodian. No~~ date when such resignation shall ~~become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian~~take effect. ~~Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b)~~ Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, ~~the~~ Collateral Custodian shall (i) be reimbursed for any ~~costs, fees~~ costs and expenses ~~that the~~ Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents ‑204‑ in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EM; provided that the Borrower ~~consents~~ shall consent to any successor Collateral Custodian appointed by the Administrative Agent ~~at the direction of the Majority Lenders~~ (such consent not to be unreasonably withheld). In the case of a resignation or removal of the Collateral Custodian pursuant to this Section 12.07, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall not have been delivered to the Collateral Custodian within 90 days after the giving of such notice of removal, the Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor ▇▇▇▇▇▇▇▇▇▇ Custodian being appointed.

Appears in 1 contract

Sources: Loan and Servicing Agreement (MSD Investment Corp.)

Appears in 1 contract

Sources: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the ~~Majority Lenders~~ Initial Lender acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default); provided that in no event shall any successor Collateral Custodian be a Competitor. If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of 124 competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid (or otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian~~. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian~~. (b) Upon the effective date of such resignation, or if the Administrative Agent gives the Collateral Custodian written notice of an earlier termination ~~hereof~~pursuant to Section 9.05, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with its resignation or with the termination of its duties under this Agreement and (ii) deliver all of the Required ~~Loan~~ Portfolio Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit ~~E; provided that the Borrower consents~~ G. With respect to any ~~successor~~ Electronic Portfolio Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian ~~appointed by~~ will remove from its possession and shall delete all Electronic Portfolio Asset Files held in its possession pursuant to this Agreement and in accordance with the ~~Administrative Agent at the direction~~ Collateral Custodian’s customary retention and purging policies and procedures of ~~the Majority Lenders (such consent not to be unreasonably withheld)~~electronic files and data.

Appears in 1 contract

Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may ~~petition any court~~ resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Facility Agent (who will provide each Lender with a copy promptly upon receipt thereof) of ~~competent jurisdiction for the appointment~~ written notice of such resignation specifying a ~~successor Collateral Custodian. No~~ date when such resignation shall ~~become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian~~take effect. ~~Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b)~~ Upon the effective date of such resignation, or if the ~~Administrative~~ Facility Agent gives Collateral Custodian written notice of an earlier termination hereof, ~~the~~ Collateral Custodian shall (i) be reimbursed for any ~~costs, fees~~ costs and expenses ~~that the~~ Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the ~~Administrative~~ Facility Agent or to such Person as the ~~Administrative~~ Facility Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EM; provided that the Borrower ~~consents~~ shall consent to any successor Collateral Custodian appointed by the ~~Administrative~~ Facility Agent ~~at the direction of the Majority Lenders~~ (such consent not to be unreasonably withheld). In the case of a resignation or removal of the Collateral Custodian pursuant to this Section 12.07, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall not have been delivered to the Collateral Custodian within 90 days after the giving of such notice of removal, the Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor ▇▇▇▇▇▇▇▇▇▇ Custodian being appointed.

Appears in 1 contract

Sources: Loan and Security Agreement (North Haven Private Income Fund LLC)

Collateral Custodian Resignation. (a) The Collateral Custodian ~~shall not~~ may resign and be discharged from ~~the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of~~ its duties ~~hereunder is~~ or ~~becomes impermissible under Applicable Law and~~ obligations hereunder, not earlier than thirty (B30) ~~there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or~~ days (~~ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation,~~ unless agreed otherwise by the Borrower and the Majority ~~Lenders acting jointly~~ Lenders) after delivery to the Administrative Agent of written notice of such resignations specifying a date when such resignation shall ~~appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default)~~take effect. If no successor ~~Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to~~ collateral custodian has accepted appointment as the Collateral Custodian ~~within 45~~ by the date thirty (30 days ~~after the giving of such~~ following a resigning Collateral Custodian’s notice of resignation, the resigning Collateral Custodian’s resignation shall nevertheless thereupon become effective, and the Administrative Agent (or its designee) shall perform the duties of the Collateral Custodian ~~may petition any court~~ hereunder until such time, if any, as the Administrative Agent (acting at the written direction of ~~competent jurisdiction for~~ the ~~appointment of~~ Majority Lenders) appoints a successor ~~Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the~~ Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required ~~Loan~~ Portfolio Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent (acting at the written direction of the Majority Lenders) may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit ~~E; provided that~~ E. (c) For the ~~Borrower consents to any successor~~ avoidance of doubt, the Collateral Custodian ~~appointed by~~ shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any Collateral Custodian Fees accrued through the ~~Administrative Agent at the direction~~ effective date of ~~the Majority Lenders (such consent not~~ its resignation pursuant to ~~be unreasonably withheld)~~and in accordance with this Section 9.07.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Business Development Corp of America)

Appears in 1 contract

Sources: Loan and Servicing Agreement (HPS Corporate Lending Fund)

Appears in 1 contract

Sources: Loan and Servicing Agreement (Overland Advantage)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the ~~Majority Lenders~~ Initial Lender acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid (or otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the ~~Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor~~ Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination ~~hereof~~pursuant to Section 9.05, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with its resignation or with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of the Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to the Collateral Custodian in writing upon the receipt of a request in the form of Exhibit ~~E; provided that the Borrower consents~~ G. With respect to any ~~successor~~ Electronic Loan Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian ~~appointed by~~ will remove from its possession and shall delete all Electronic Loan Asset Files held in its possession pursuant to this Agreement and in accordance with the ~~Administrative Agent at the direction~~ Collateral Custodian’s customary retention and purging policies and procedures of ~~the Majority Lenders (such consent not to be unreasonably withheld)~~electronic files and data.

Appears in 1 contract

Sources: Loan and Servicing Agreement (FS Credit Real Estate Income Trust, Inc.)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the ~~Majority Lenders~~ Initial Lender acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default); provided that in no event shall any successor Collateral Custodian be a Competitor. If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid (or otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the ~~Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor~~ Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination ~~hereof~~pursuant to Section 9.05, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with its resignation or with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents to any successor Collateral Custodian appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld).and

Appears in 1 contract

Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)

Appears in 1 contract

Sources: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)

Collateral Custodian Resignation. ~~(a)~~ The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (ia) upon the Collateral Custodian’s 's determination that (Ai) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (Bii) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (iib) upon at least 90 60 days’ ' prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 30 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. ~~Notwithstanding anything to~~ In the ~~contrary herein~~event Midland resigns in its role or is terminated as Servicer, ~~no Competitor~~ Administrative Agent, the Account Bank and/or Collateral Custodian or Midland, as applicable, shall be ~~appointed~~ deemed to have concurrently resigned or been terminated, as ~~a successor~~ applicable, in its role as Servicer, Administrative Agent, the Account Bank and/or Collateral Custodian~~. (b)~~ , as applicable, with no further action needed by any of the parties hereto; provided that, such resignation or termination, as applicable, shall comply with the requirements of this Agreement. Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EI; provided that the Borrower ~~consents~~ shall consent to any successor Collateral Custodian appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld).

Appears in 1 contract

Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)

Appears in 1 contract

Sources: Loan and Servicing Agreement (AGTB Private BDC)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the ~~Majority Lenders~~ Initial Lender acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default); provided that in no event shall any successor Collateral Custodian be a Competitor. If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid (or otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the ~~Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor~~ Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination ~~hereof~~pursuant to Section 9.05, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with its resignation or with the termination of its duties under this Agreement and (ii) deliver all of the Required ~~Loan~~ Portfolio Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit ~~E; provided that the Borrower consents~~ G. With respect to any ~~successor~~ Electronic Portfolio Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian ~~appointed by~~ will remove from its possession and shall delete all Electronic Portfolio Asset Files held in its possession pursuant to this Agreement and in accordance with the ~~Administrative Agent at the direction~~ Collateral Custodian’s customary retention and purging policies and procedures of ~~the Majority Lenders (such consent not to be unreasonably withheld).~~electronic files and data. NAI-1528532842v5

Appears in 1 contract

Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)

Appears in 1 contract

Sources: Loan and Servicing Agreement (Diameter Credit Co)

Collateral Custodian Resignation. ~~(a)~~ The Collateral Custodian ~~shall not~~ may resign and be discharged from ~~the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of~~ its duties ~~hereunder is~~ or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least obligations hereunder, not earlier than 90 ~~days’ prior notice~~ days after delivery to the ~~other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent~~ Administrative Agent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving written notice of such ~~notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of~~ resignation specifying a ~~successor Collateral Custodian. No~~ date when such resignation shall ~~become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian~~take effect. ~~Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b)~~ Upon the effective date of such resignation, or if the Administrative Agent gives the Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any ~~costs, fees~~ costs and expenses ~~that~~ the Collateral Custodian shall incur in connection with Citizens Bank, N. A. $150,000,000225,000,000 Aggregate Commitments: $725,000,000800,000,000 Ares Capital JB Funding LLC Dated as of January 20, 2012 and Amended as of June 30May 28, 20152021 EXHIBIT A Form of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E Form of Notice of Borrowing EXHIBIT F Form of Notice of Reduction (Reduction of Advances Outstanding) EXHIBIT G Form of Notice of Reduction (Reduction of Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Notice and Request for Consent EXHIBIT J Form of Servicing Report EXHIBIT K Form of Servicer’s Certificate (Servicing Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Assignment and Acceptance EXHIBIT N Form of Power of Attorney for Servicer EXHIBIT O Form of Power of Attorney for Borrower EXHIBIT P Form of Servicer’s Certificate (Loan Asset Register) EXHIBIT Q Form of Conversion Notice Each of the ~~termination~~ undersigned, being a duly elected Responsible Officer of ~~its duties under~~ the Borrower and of the Servicer, respectively, and holding the office set forth below such officer’s name, hereby certifies as follows: 1. [The Borrower hereby requests an Advance in the principal amount of $.* Such Advance shall be deposited in the Advance Funding Account.] 2. [The Borrower hereby requests an Advance in the principal amount of $.** Such Advance shall be deposited in the Unfunded Exposure Account.] 3. [Pursuant to Section 2.02(f) of the Loan and Servicing Agreement, the Borrower hereby requests an Advance in the principal amount of $(such amount, the “Exposure Amount Shortfall”). To the extent the Exposure Amount Shortfall is required to be funded pursuant to Section 2.02(f) of the Loan and Servicing Agreement, such Exposure Amount Shortfall shall be deposited in the Unfunded Exposure Account.] 4. The Borrower hereby requests that such Advance be made as a [Base Rate Advance / LIBORBenchmark Advance/One Day Advance] on the following date: 5. Attached to this Notice of Borrowing is a true, correct and complete calculation of the Borrowing Base and all components thereof. 6. Attached to this Notice of Borrowing is a true, correct and complete list of all Loan Assets, if any, which will become part of the Collateral Portfolio on the date hereof, each Loan Asset reflected thereon being an Eligible Loan Asset, which list shall include the purchase price of each such Loan Asset, if purchased or acquired by the Transferor, and the fair market value of each such Loan Asset. 7. [In connection with such Advance, the Transferor shall deposit $ into the Unfunded Exposure Account in connection with any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance.] 8. With respect to Advances other than those contemplated by Section 2.02(f) of the Loan and Servicing Agreement, all of the conditions applicable to the Advance requested herein as set forth in the Loan and Servicing Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Advance, including those set forth in Article III of the Loan and Servicing Agreement, and the following: The amount of such Advance shall not cause (i) Advances Outstanding to exceed the Borrowing Base or (ii) ~~deliver all~~ with respect to One Day Advances. One Day Advances Outstanding to exceed the One Day Advance Limit; provided that, except with respect to an Advance pursuant to Section 2.02(f) of the ~~Required~~ Loan ~~Documents~~ and Servicing Agreement, the amount of such Advance must be at least equal to $500,000. * The amount of such Advance shall not exceed the amount necessary to cause the amount on deposit in the ~~possession of Collateral Custodian~~ Unfunded Exposure Account to equal the ~~Administrative Agent or to such Person~~ Unfunded Exposure Amount. Sumitomo Mitsui Banking Corporation, as the Administrative Agent and as the Collateral Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Re: Loan and Servicing Agreement dated as of January 20, 2012 Ladies and Gentlemen: This Notice of Reduction is delivered to you pursuant to Section 2.18(a) of that certain Loan and Servicing Agreement, dated as of January 20, 2012 (as amended, restated, supplemented, waived, replaced and/or otherwise modified from time to time, the “Loan and Servicing Agreement”), by and among Ares Capital Corporation, as the transferor (together with its successors and assigns in such capacity, the “Transferor”) and as the servicer (together with its successors and assigns in such capacity, the “Servicer”), Ares Capital JB Funding LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), Sumitomo Mitsui Banking Corporation, as the administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), as the lender (together with its successors and assigns in such capacity, the “Lender”) and as the collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) and U.S. Bank National Association, as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”) and as the bank (together with its successors and assigns in such capacity, the “Bank”). Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Each of the undersigned, being a duly elected Responsible Officer of the Borrower and of the Servicer, respectively, and holding the office set forth below such officer’s name, hereby certifies as follows: 1. Pursuant to Section 2.18(a) of the Loan and Servicing Agreement, the Servicer on behalf of the Borrower desires to reduce the Advances Outstanding with respect to the [LIBORBenchmark Advance / Base Rate Advance/One Day Advance] made by the Lender on [ ] [ ], 20[ ] (each, an “Advance Reduction”) by the amount of $. $ [] [_], 201[_] THIS VARIABLE FUNDING NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS VARIABLE FUNDING NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THIS VARIABLE FUNDING NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO (A) A QUALIFIED INSTITUTIONAL BUYER UNDER RULE 144A OF THE SECURITIES ACT OR AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501 (A)( 1 )-(3) OR (7) UNDER THE SECURITIES ACT, IN EACH CASE, WHO IS ALSO (B) A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) OF THE 1940 ACT, AND IN COMPLIANCE WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN. FOR VALUE RECEIVED, ARES CAPITAL JB FUNDING LLC, a Delaware limited liability company (the “Borrower”), promises to pay to [NAME OF LENDER] (the “Lender”), or its successors or assigns, the principal sum of [] DOLLARS ($[]), or, if less, the unpaid principal amount of the aggregate Advances (the “Advances Outstanding”) made by the Lender to the Borrower pursuant to the Loan and Servicing Agreement (as defined below), as set forth on the attached Schedule, on the dates specified in the Loan and Servicing Agreement, and to pay interest on the unpaid principal amount of the Advances Outstanding on each day that such unpaid principal amount is outstanding, at the Base Rate Yield Rate, the One Day Advance Yield Rate or the LIBORBenchmark Yield Rate, as applicable, related to such Advances Outstanding as provided in the Loan and Servicing Agreement, on each Payment Date and each other date specified in the Loan and Servicing Agreement. This Variable Funding Note (the “Note”) is issued pursuant to the Loan and Servicing Agreement, dated as of January 20, 2012 (as amended, restated, supplemented, waived, replaced and/or otherwise modified from time to time, the “Loan and Servicing Agreement”), by and among Ares Capital Corporation, as the transferor (together with its successors and assigns in such capacity, the “Transferor”) and as the servicer (together with its successors and assigns in such capacity, the “Servicer”), Ares Capital JB Funding LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), Sumitomo Mitsui Banking Corporation, a Japanese banking corporation, as the administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), as the lender (together with its successors and assigns in such capacity, the “Lender”) and as the collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) and U.S. Bank National Association, as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”) and as the bank (together with its successors and assigns in such capacity, the “Bank”). Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Notwithstanding any other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when combined with any and all other charges provided for in this Note, in the Loan and Servicing Agreement or in any other document (to the extent such other charges would constitute interest for the purpose of any applicable law limiting interest that may ~~designate~~ be charged on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Note shall be equal to ~~Collateral Custodian~~ the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Note is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid by the Borrower is equal to the total interest that would have been paid had applicable law not limited the interest rate payable under this Note. In no event shall the total interest received by the Lender under this Note exceed the amount which the Lender could lawfully have received had the interest due under this Note been calculated since the date of this Note at the Maximum Lawful Rate. Payments of the principal of, and interest on, Advances Outstanding represented by this Note shall be made by or on behalf of the Borrower to the holder hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided in the Loan and Servicing Agreement, or in such manner or at such other address as the holder of this Note shall have specified in writing ~~upon~~ to the ~~receipt~~ Borrower for such purpose, without the presentation or surrender of this Note or the making of any notation on this Note. If any payment under this Note falls due on a ~~request~~ day that is not a Business Day, then such due date shall be extended to the next succeeding Business Day and interest shall be payable on any principal so extended at the Base Rate Yield Rate, the One Day Advance Yield Rate or the LIBORBenchmark Yield Rate, as applicable (unless otherwise specified in the ~~form~~ Loan and Servicing Agreement). If all or a portion of ~~Exhibit E; provided~~ (i) any interest payable hereunder or (ii) any other amounts payable hereunder shall not be paid when due, other than the principal amount hereof (whether at maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum that is equal to the Base Rate plus 2.00% (unless otherwise specified in the Loan and Servicing Agreement), in each case from the date of such non-payment to (but excluding) the date such amount is paid in full. For the avoidance of doubt, if any Event of Default shall have occurred, with respect to the principal amount hereof, the LIBORBenchmark Yield Rate, One Day Advance Yield Rate or Base Rate Yield Rate, as applicable, shall be increased pursuant to the increase set forth in the definition of “Applicable Spread” set forth in the Loan and Servicing Agreement, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default. Each of the undersigned, being a duly elected Responsible Officer of the Borrower ~~consents to any successor Collateral Custodian appointed by~~ and of the Servicer, respectively, and holding the office set forth below such officer’s name, hereby certifies as follows: 1. [The Borrower hereby requests that the Administrative Agent at convert the ~~direction~~ [Base Rate Advance/One Day Advance], advanced by the Lender on [] [ ], 20[ ] in the principal amount of $, into a LIBORBenchmark Advance.] 2. [The Borrower hereby requests that the Administrative Agent convert the [LIBORBenchmark Advance/One Day Advance], advanced by the Lender on [] [ ], 20[ ] in the principal amount of $, into a Base Rate Advance.] 3. The Borrower hereby requests that the [Base Rate Conversion Date] [LIBORBenchmark Conversion Date] be the following date:. 4. Attached to this Conversion Notice is a true, correct and complete calculation of the ~~Majority Lenders~~ Borrowing Base and all components thereof. 5. With respect to such conversion of the foregoing [Base Rate Advance] [LIBORBenchmark Advance] [One Day Advance] into a [LIBORBenchmark Advance] [Base Rate Advance], all of the conditions applicable to the conversion into a [LIBORBenchmark Advance] [Base Rate Advance] requested herein as set forth in the Loan and Servicing Agreement have been satisfied as of the date hereof and will remain satisfied to the [Base Rate Conversion Date] [LIBORBenchmark Conversion Date], including those set forth in Article III of the Loan and Servicing Agreement, and the following: (i) The representations and warranties of each of the Servicer and the Borrower, respectively, set forth in the Loan and Servicing Agreement are true, correct and complete in all material respects on and as of such ~~consent not~~ date, before and after giving effect to ~~be unreasonably withheld~~such conversion, as though made on and as of the [Base Rate Conversion Date] [LIBORBenchmark Conversion Date] (other than any representation or warranty that is made as of a specific date); (ii) No Event of Default has occurred, or would result from such conversion and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such conversion; (iii) No event has occurred and is continuing, or would result from such conversion, which constitutes a Servicer Termination Event or any event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Termination Event; and (iv) Each of the Servicer and the Borrower, respectively, is in compliance in all material respects with each of its covenants set forth in the Transaction Documents.

Appears in 1 contract

Sources: Amendment No. 8 (Ares Capital Corp)

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the ~~Administrative Agent~~ Majority Lenders gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with its resignation or the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the ~~Administrative Agent~~ Majority Lenders or to such Person as the ~~Administrative Agent~~ Majority Lenders may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents to any successor Collateral Custodian appointed by the ~~Administrative Agent at the direction of the~~ Majority Lenders (such consent not to be unreasonably withheld).

Appears in 1 contract

Sources: Fourth Amendment and Joinder to Loan and Servicing Agreement (Carlyle Secured Lending, Inc.)

Collateral Custodian Resignation. (a) The Collateral Custodian ~~shall not~~ may resign and be discharged from ~~the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of~~ its duties ~~hereunder is~~ or ~~becomes impermissible under Applicable Law and~~ obligations hereunder, not earlier than thirty (B30) ~~there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice~~ days after delivery to the ~~other parties hereto. Upon any~~ Administrative Agent of written notice of such ~~resignation, the Borrower and the Majority Lenders acting jointly~~ resignation specifying a date when such resignation shall ~~appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default)~~take effect. If no successor ~~Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to~~ collateral custodian has accepted appointment as the Collateral Custodian ~~within 45~~ by the date thirty (30) days ~~after the giving of such~~ following a resigning Collateral Custodian’s notice of resignation, the resigning Collateral ~~Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral~~ Custodian~~. No such~~ ’s resignation shall nevertheless thereupon become ~~effective until a successor Collateral Custodian~~ effective, and the Administrative Agent (or its designee) shall ~~have assumed~~ perform the ~~responsibilities and obligations~~ duties of the Collateral ~~Custodian. Notwithstanding anything to~~ Custodian hereunder until such time, if any, as the ~~contrary herein, no Competitor shall be appointed as~~ Administrative Agent (acting at the direction of the Majority ▇▇▇▇▇▇▇) appoints a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required ~~Loan~~ Portfolio Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the ~~Administrative Agent~~ Majority Lenders may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit ED; provided that the ~~Borrower consents~~ Loan Parties consent to any successor Collateral Custodian appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld). With respect to any Electronic Portfolio Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian will remove from its possession and shall delete all Electronic Portfolio Asset Files held in its possession pursuant to this Agreement and in accordance with the Collateral Custodian’s customary retention and purging policies and procedures of electronic files and data. For the avoidance of doubt, the Collateral Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any Collateral Custodian Fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 9.07.

Appears in 1 contract

Sources: Loan and Servicing Agreement (TCW Steel City Senior Lending BDC)

Collateral Custodian Resignation. (a) The Collateral Custodian ~~shall~~ may resign and be discharged from its duties or obligations hereunder by giving not ~~resign from~~ less than 60 days written notice thereof to the ~~obligations and duties hereby imposed on it except~~ Required Lenders (~~i) upon~~ with a copy to the Collateral ~~Custodian’s determination that (A~~Manager and the Borrower) and with the ~~performance~~ consent of ~~its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that~~ the ~~Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto~~Required Lenders. Upon ~~any~~ receiving notice of such resignation, the ~~Borrower and the Majority~~ Required Lenders ~~acting jointly~~ shall promptly appoint a successor Collateral Custodian (~~provided that~~ prior to the occurrence of an Event of Default, with the consent of the Borrower ~~shall~~ (such consent to not be ~~required after~~ unreasonably withheld, delayed or conditions)) by written instrument, in duplicate, executed by the ~~occurrence~~Required Lenders, ~~and during the continuance,~~ one copy of ~~an Event of Default). If no successor Collateral Custodian~~ which shall ~~have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been~~ be delivered to the Collateral Custodian ~~within 45 days after~~ so resigning and one copy to the ~~giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a~~ successor Collateral Custodian~~. No such resignation shall become effective until~~ , together with a ~~successor Collateral Custodian shall have assumed~~ copy to the ~~responsibilities and obligations of~~ Borrower, the Collateral ~~Custodian~~Manager, the Collateral Administrator and the Administrative Agent. ~~Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b)~~ Upon the effective date of such resignation, or if the ~~Administrative Agent gives~~ Required Lenders give the Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any ~~costs, fees~~ reasonable and documented costs and expenses ~~that~~ the Collateral Custodian ~~shall~~ may incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the ~~Required~~ Loan ~~Documents~~ Asset Files in the possession of Collateral Custodian to the ~~Administrative Agent or~~ successor Collateral Custodian. Notwithstanding anything herein to ~~such Person as~~ the ~~Administrative Agent may designate to~~ contrary, the Collateral Custodian ~~in writing upon~~ may not resign prior to a successor ▇▇▇▇▇▇▇▇▇▇ Custodian being appointed. For the ~~receipt~~ avoidance of ~~a request in~~ doubt, the ~~form of Exhibit E; provided that the Borrower consents to any successor~~ Collateral Custodian ~~appointed by~~ shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any Collateral Custodian Fees accrued through the ~~Administrative Agent at the direction~~ effective date of ~~the Majority Lenders (such consent not~~ its resignation pursuant to ~~be unreasonably withheld)~~and in accordance with this Section 12.07.

Appears in 1 contract

Sources: Omnibus Amendment (Blue Owl Technology Finance Corp. II)

Collateral Custodian Resignation. (a) The Collateral Custodian ~~shall not~~ may resign and be discharged from ~~the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of~~ its duties ~~hereunder is~~ or ~~becomes impermissible under Applicable Law and~~ obligations hereunder, not earlier than 60 days (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, unless agreed otherwise by the Borrower and the Majority ~~Lenders acting jointly~~ Lenders) after delivery to the Administrative Agent and the Initial Lender of written notice of such resignations specifying a date when such resignation shall ~~appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default)~~take effect. If no successor ~~Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to~~ collateral custodian has accepted appointment as the Collateral Custodian ~~within 45~~ by the date that is 60 days ~~after the giving of such~~ following a resigning Collateral Custodian’s notice of resignation, the resigning Collateral ~~Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral~~ Custodian~~. No such~~ ’s resignation shall nevertheless thereupon become ~~effective until a successor Collateral Custodian~~ effective, and the Administrative Agent (or its designee) shall ~~have assumed~~ perform the ~~responsibilities and obligations~~ duties of the Collateral ~~Custodian. Notwithstanding anything to~~ Custodian hereunder until such time, if any, as the ~~contrary herein, no Competitor shall be appointed as~~ Administrative Agent (acting at the direction of the Majority Lenders) appoints a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent ~~gives~~ or the Borrower give Collateral Custodian written notice of an earlier termination ~~hereof~~pursuant to Section 9.05, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with its resignation or the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent and, if no Event of Default has occurred and is continuing at such time, the Borrower may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit ~~E; provided that the Borrower consents~~ F. With respect to any ~~successor~~ Electronic Loan Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian ~~appointed by~~ will remove from its possession and shall delete all Electronic Loan Asset Files held in its possession pursuant to this Agreement and in accordance with the ~~Administrative Agent at the direction~~ Collateral Custodian’s customary retention and purging policies and procedures of ~~the Majority Lenders (such consent not to be unreasonably withheld)~~electronic files and data.

Appears in 1 contract

Sources: Loan Agreement (PIMCO Capital Solutions BDC Corp.)

Common use of Collateral Custodian Resignation Clause in Contracts