Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement): (i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower; (ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense; (iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral; (iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense; (v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower; (vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect; (vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral; (viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report; (ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments; (x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent; (xi) delivering assignments and promissory notes to the Custodian; (xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and (xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 7 contracts
Sources: Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenseCollateral;
(iiiiv) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent Administrator or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Collateral Administrator or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(vvi) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Agreement;
(vivii) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(viiviii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viiiix) with respect to each Collateral Loan included as part of the Collateral, making copies of the Related Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hours in accordance with Section 5.03(d);
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportMonthly Report in accordance with the Priority of Payments;
(ixxi) assisting directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase of Loans and sale of and payment for the Collateral Loans and Eligible InvestmentsLoans;
(xxiii) instructing the Obligors and or related the administrative and paying agents under the Related Documents, as applicable, on the Collateral Loans to make payments directly into the Collection Account established Account;
(xiv) preparing the Monthly Reports and maintained cooperating with the Collateral AgentAdministrator in its duties hereunder in the manner and at the times required hereunder;
(xi) delivering assignments and promissory notes to the Custodian;
(xiixv) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiiixvi) assisting in with respect to each Loan proposed to be acquired by the acquisition Borrower, providing a Loan Checklist and sale Related Documents to the Document Custodian (with an electronic copy provided to the Administrative Agent prior to any Advance, the proceeds of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standardwhich are to be used to fund all or a portion of such acquisition). It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, it has the right to do so.
Appears in 6 contracts
Sources: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 Credit and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralCollection Policy. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Loan (for which no administrative or similar agent exists);
(ii) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing management and administration records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is granting a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or and (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining providing the prompt written notice to the Administrative Agent, prior to the effective date thereof, of any proposed changes in the Credit and Collection Policy;
(viii) using its reasonable best efforts to maintain the first priority, perfected security interest (subject to Permitted Liens) of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viiiix) maintaining the Loan File(s) with respect to Loans included as part of the Collateral; provided that, upon the occurrence and during the continuance of an Event of Default or a Collateral Manager Default, the Administrative Agent may request the Loan File(s) to be sent to the Administrative Agent or its designee;
(x) with respect to each Loan included as part of the Collateral, making the Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hours in accordance with and subject to the terms of Section 5.3(d)(ii); and
(xi) directing the Collateral Agent Custodian to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting instructions set forth in the acquisition and sale of Collateral Loans and other Collateral latest Borrowing Base Certificate in accordance with Article X Section 2.7 and the Servicing StandardSection 2.8 and preparing such other reports as required pursuant to Section 6.8. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer Collateral Manager acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents related Underlying Instruments, it has the right to do so.
Appears in 6 contracts
Sources: Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralManagement Standard. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (it being understood that the following shall not be construed to expand the extent required under scope of any express covenant of the terms of this AgreementCollateral Manager set forth in the Facility Documents, and shall be subject to all exceptions and qualifications set forth in such express covenants):
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with ObligorsObligors or, if applicable, the administrative agents on the Collateral Assets; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Collateral Manager shall not consent to any amendment or other modification of any Collateral Asset or any Related Document for any Collateral Asset that would violate the provisions of Section 5.02(s); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors, or if applicable, the administrative agents on the Collateral Assets, on each Collateral Asset;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received noticenotice (provided that, if such threat is not in writing, then the Collateral Manager shall use reasonable efforts to notify the Administrative Agent of such threat); or (B) that could reasonably be expected to have a Material Adverse Effect;:
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans Assets to make payments directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement;
(x) providing to the Borrower, each Lender, the Administrative Agent, the Collateral Administrator and the Collateral Agent the reports required to be delivered by the Collateral Manager under this Agreement; and
(xiiixi) assisting directing the Collateral Agent to convert amounts denominated in the acquisition and sale of Collateral Loans and any Eligible Currency to any other Collateral in accordance with Article X and the Servicing StandardEligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral LoanAssets and the underlying assets securing such Collateral Assets under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Asset, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 5 contracts
Sources: Amendment No. 2 to Facility Documents (Blue Owl Technology Income Corp.), Credit and Security Agreement (Blue Owl Credit Income Corp.), Credit and Security Agreement (Blue Owl Technology Income Corp.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim with respect to any Loan Asset (or portion thereof) of which it has knowledge or has received notice (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received noticeObligor; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents other than in electronic form, the Servicer will hold such Required Loan Documents in a reasonably safe place;
(ix) directing the Collateral Agent and/or the Account Bank to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiii) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;
(xiixiv) ensuring any third party consents required to transfer record ownership of any Eligible Loan Asset to the Borrower are obtained on or prior to the Cut-Off Date of such Eligible Loan Asset; and
(xv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
. For the avoidance of doubt, on each Measurement Date, the Servicer (xiiion behalf of the Borrower) assisting shall re-determine the status of each Eligible Loan Asset as of such calculation date and provide notice of any change in the acquisition status of any Eligible Loan Asset to the Collateral Agent and, as a consequence thereof, (i) Collateral Obligations that were previously Eligible Loan Assets on a prior Measurement Date may be excluded from the calculation of the Borrowing Base on such Measurement Date, and sale (ii) Collateral Obligations that were previously not Eligible Loan Assets on a prior Measurement Date may (with the consent of Collateral Loans and other Collateral the Administrative Agent pursuant to an Approval Notice) be included in accordance with Article X and the Servicing Standardcalculation of the Borrowing Base on such Measurement Date. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor (so long as the Transferor is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Administrative Agent upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable and/or similar duties consistent with the terms of the Loan Agreements.
Appears in 5 contracts
Sources: Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including including, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the BorrowerLoan Parties;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of such Collateral Loan Asset by the Borrowerapplicable Loan Party;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened using its best efforts to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(vii) maintaining the Loan File with respect to Loan Assets included as part of the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ix) assisting directing the sale or substitution of Collateral in accordance with Section 2.07;
(x) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixii) delivering assignments the Loan Files and promissory notes a Loan Asset Schedule to the Collateral Custodian;
(xiixiii) preparing and delivering to the Borrower, the Collateral Agent and the Administrative Agent on each Reporting Date a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of such Reporting Date;
(xiv) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder; and
(xv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Underlying Instruments has the right to do soso unless a Loan Party is the sole lender thereunder.
Appears in 5 contracts
Sources: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 5 contracts
Sources: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund), Revolving Credit and Security Agreement (Blackstone Secured Lending Fund), Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 Credit and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralCollection Policy. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Loan (for which no administrative or similar agent exists);
(ii) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing management and administration records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is granting a Lien thereon to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining providing the prompt written notice to the Administrative Agent, prior to the effective date thereof, of any proposed changes in the Credit and Collection Policy;
(viii) using its reasonable best efforts to maintain the first priority, perfected security interest (subject to Permitted Liens) of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viiiix) maintaining the Loan File(s) with respect to Loans included as part of the Collateral; provided that, upon the occurrence and during the continuance of an Event of Default or a Collateral Manager Default, the Administrative Agent may request the Loan File(s) to be sent to the Administrative Agent or its designee;
(x) with respect to each Loan included as part of the Collateral, making the Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hours, subject to Section 5.3(d)(ii); and
(xi) directing the Collateral Agent Custodian to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting instructions set forth in the acquisition and sale of Collateral Loans and other Collateral latest Borrowing Base Certificate in accordance with Article X Section 2.7 and the Servicing StandardSection 2.8 and preparing such other reports as required pursuant to Section 6.8. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer Collateral Manager acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents related loan syndication Underlying Instruments, it has the right to do so.
Appears in 5 contracts
Sources: Loan and Security Agreement (New Mountain Finance Corp), Loan and Security Agreement (New Mountain Finance Corp), Loan and Security Agreement (New Mountain Finance Corp)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Manager Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer Collateral Manager has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenseexpense pursuant to the Related Documents;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenseexpense pursuant to the Related Documents;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral[reserved];
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors any agent or administrative agent for each Collateral Loan to remit all payments and the administrative agents on the collections with respect to such Collateral Loans to Loan (and, if an Obligor may make payments directly to the lenders under the Related Documents, to direct the Obligor with respect to such Collateral Loan to remit all such payments and collections with respect to such Collateral Loan) directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Collateral Manager Standard; provided that, notwithstanding anything herein to the contrary, neither the Collateral Manager nor the Borrower shall be required to provide to any Agent, the Custodian or Lender any documents or information that the disclosure of which would violate any confidentiality agreement or restriction. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer Collateral Manager acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Manager shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 5 contracts
Sources: Credit Agreement (HPS Corporate Lending Fund), Credit Agreement (HPS Corporate Lending Fund), Credit Agreement (HPS Corporate Lending Fund)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law Laws, with reasonable care and diligence, and in accordance with the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 Credit and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralCollection Policy. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting of claims to, including communicating with Obligorsand post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Asset;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerSeller and that the Seller is selling an undivided ownership interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could is reasonably be expected to have a Material Adverse Effect;
(vii) maintaining notifying the Administrative Agent of any proposed change in the Credit and Collection Policy that could have an adverse effect on the collectibility of the Collateral, on the Seller or on the interests of the Administrative Agent or any Secured Party;
(viii) using its reasonable best efforts to maintain the perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viiiix) directing maintaining in the same manner as the Collateral Agent Custodian holds the Required Asset Documents, the Asset File (other than Required Asset Documents) with respect to each Asset included as part of the Collateral; and
(x) the Servicer shall make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Monthly Report in accordance with Article X Section 2.9 and Section 2.10 (the Servicing Standard. It is acknowledged and agreed parties hereto acknowledging that in circumstances in which a Person other than the Borrower or Turbo Period has commenced on the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soTurbo Effective Date).
Appears in 5 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Duties. The Servicer shall take or cause to be taken all such actions as may be reasonably necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law Law, the Credit and Collection Policy and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Receivable;
(ii) maintaining all reasonably necessary servicing records with respect to the Collateral and providing such reports reports, information and servicing records to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) Custodian in respect of the servicing of the Collateral (including information relating to its the Servicer’s performance under this Agreement) as may be required hereunder or as the Borrower, the Administrative Agent or any Lender and the Collateral Custodian may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering identifying each Receivable clearly and unambiguously in its servicing records to reflect that such Receivable is owned by the Borrower and that the Borrower has granted a security interest therein to the Administrative Agent, each Lender, Agent for the Collateral Agent or benefit of the Custodian, from time Secured Parties pursuant to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect notifying the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying Borrower and the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is is, or is to the Servicer’s knowledge threatened to be be, asserted by an Obligor with respect to any Collateral Loan Receivable (or portion thereof) of which it has actual knowledge or has received notice; or and (B) that could reasonably be expected to have a Material Adverse Effect;
(vi) providing written notice to the Borrower and the Administrative Agent, prior to the effective date thereof, of any material proposed changes in the Credit and Collection Policy;
(vii) maintaining the first priority perfected security interest (subject to Permitted Liens) of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;; and
(viii) maintaining the Servicing Files with respect to Receivables; and
(ix) directing the Collateral Agent Custodian to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Servicing Report in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soSection 2.6.
Appears in 4 contracts
Sources: Credit Agreement (CLST Holdings, Inc.), Credit Agreement (CLST Holdings, Inc.), Credit Agreement (CLST Holdings, Inc.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law Laws, with reasonable care and diligence, and in accordance with the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 Credit and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralCollection Policy. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting of claims to, including communicating with Obligorsand post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Asset;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Purchaser Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender and each Purchaser Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Purchaser Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Purchaser Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerSeller and that the Seller is selling an undivided ownership interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Purchaser Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could is reasonably be expected to have a Material Adverse Effect;
(vii) maintaining notifying the Administrative Agent and each Purchaser Agent of any proposed change in the Credit and Collection Policy that could have an adverse effect on the collectibility of the Collateral, on the Seller or on the interests of the Administrative Agent, each Purchaser Agent or any Secured Party;
(viii) using its reasonable best efforts to maintain the perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viiiix) directing maintaining in the same manner as the Collateral Agent Custodian holds the Required Asset Documents, the Asset File (other than Required Asset Documents) with respect to each Asset included as part of the Collateral; and
(x) the Servicer shall make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Monthly Report in accordance with Article X Section 2.9 and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soSection 2.10.
Appears in 4 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports reports, information and servicing records to the Administrative Agent and each Lender (with a copy to the Collateral Agent Agent, the Collateral Administrator and the Collateral Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required reasonably requested hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents (other than in electronic form), the Servicer will hold such Required Loan Documents in a reasonably safe place;
(ix) directing the Collateral Agent and/or the Account Bank to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiii) delivering assignments the Required Loan Documents, the Loan Asset Files, the Loan Asset Checklist and promissory notes the Loan Tape to the Custodian;Collateral Custodian or the Collateral Administrator, in accordance with Article XII; and
(xiixiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so.
Appears in 4 contracts
Sources: Loan and Servicing Agreement (John Hancock Comvest Private Income Fund), Loan and Servicing Agreement (AMG Comvest Senior Lending Fund), Loan and Servicing Agreement (AMG Comvest Senior Lending Fund)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law Law, the Risk and Collection Policies (if CGMS is the Servicer) and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, negotiating and executing amendments, restatements, supplements and other modifications (including, without limitation, in respect of restructuring agreements, prepackaged plans and other documents related to restructuring arrangements), negotiating and providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the CustodianCollateral Custodian and the Backup Servicer) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent Agent, the Backup Servicer or any Lender Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each LenderLender Agent, the Custodian Account Bank, the Collateral Custodian, the Backup Servicer, the Collateral Administrator or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent Agent, the Backup Servicer and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) notifying the Administrative Agent and each Lender Agent of any change to the Risk and Collection Policies;
(viii) maintaining the perfected first priority security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viiiix) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixxi) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xii) providing assistance to the Borrower with respect to the purchase and sale Contribution of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxiii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiv) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;
(xiixv) taking all actions necessary in establishing the Advance Date Assigned Value, Updated Assigned Value, and Value Adjusted Assigned Value, including, without limitation, taking all actions necessary (including paying the compensation of the Nationally Recognized Valuation Firms) in establishing and maintaining the Scheduled Valuation Process in accordance with Section 6.02(d) below; and
(xvi) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor (so long as the Transferor is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Administrative Agent and the Backup Servicer upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable or similar duties consistent with the terms of the Loan Agreements.
Appears in 4 contracts
Sources: Loan and Servicing Agreement (TCG Bdc, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoingforegoing (and, in all cases, subject to Section 6.02(b)), the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary managing and servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the managing and servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly within a reasonable period of time following any request, delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each LenderLender Agent, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) except to the extent held by the Collateral Custodian in accordance with Section 12.02(b), maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(ix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiii) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;; and
(xiixiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law Laws, with reasonable care and diligence, and in accordance with the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 Credit and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralCollection Policy. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting of claims to, including communicating with Obligorsand post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Loan;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Purchaser Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender and each Purchaser Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Purchaser Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Purchaser Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the Borrowerapplicable Seller and pledged to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Purchaser Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could is reasonably be expected to have a Material Adverse Effect;
(vii) maintaining notifying the Administrative Agent and each Purchaser Agent of any proposed change in the Credit and Collection Policy that could have an adverse effect on the collectibility of the Collateral, on the applicable Seller or on the interests of the Administrative Agent, each Purchaser Agent or any Secured Party;
(viii) using its reasonable best efforts to maintain the perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viiiix) directing maintaining in the same manner as the Collateral Agent Custodian holds the Required Loan Documents, the Loan File (other than Required Loan Documents) with respect to each Loan included as part of the Collateral; and
(x) the Servicer shall make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Monthly Report in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soSection 2.10.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and and/or the administrative agents agents, as applicable, on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 3 contracts
Sources: Revolving Credit and Security Agreement (Barings Private Credit Corp), Revolving Credit and Security Agreement (Blackstone Private Credit Fund), Revolving Credit and Security Agreement (Barings Private Credit Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including including, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of such Collateral Loan Asset by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(vii) maintaining the Loan File with respect to Loan Assets included as part of the Collateral; provided that, if the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet, except while such Required Loan Documents are in the process of being delivered to or received from the Collateral Custodian;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ix) assisting directing the sale or substitution of Collateral in accordance with Section 2.07;
(x) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixii) delivering assignments the Loan Files and promissory notes a Loan Asset Schedule to the Collateral Custodian;
(xiixiii) preparing and delivering to the Borrower, the Collateral Agent and the Administrative Agent on each Measurement Date a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of such Measurement Date; and
(xiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Underlying Instruments has the right to do so.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Franklin BSP Capital Corp), Loan and Servicing Agreement (Franklin BSP Capital Corp), Loan and Servicing Agreement (Franklin BSP Capital Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be reasonably necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law Law, the Credit and Collection Policy and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Loan;
(ii) maintaining all reasonably necessary servicing records with respect to the Collateral and providing such reports reports, information and servicing records to the Administrative Agent Agent, the Backup Servicer and each Lender (with a copy to the Collateral Agent and the Custodian) Trustee in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent Agent, the Backup Servicer or any Lender the Trustee may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering identifying each Loan clearly and unambiguously in its servicing records to reflect that such Loan is owned by the Borrower and that the Borrower is granting a security interest therein to the Administrative Agent, each Lender, Trustee for the Collateral Agent or benefit of the Custodian, from time Secured Parties pursuant to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is is, or is to the Servicer’s knowledge threatened to be be, asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vi) providing the prompt written notice to the Administrative Agent, prior to the effective date thereof, of any material proposed changes in the Credit and Collection Policy;
(vii) cooperate with the Administrative Agent and the Trustee in connection with maintaining the first priority perfected security interest of the Collateral AgentTrustee, for the benefit of the Secured Parties, in the Collateral;
(viii) maintaining the Servicing Files with respect to Loans; provided that so long as the Servicer is in possession of any Required Loan File or Servicing File, the Servicer will hold such Required Loan File or Servicing File in a fire resistant safe or fire resistant file cabinet; and
(ix) directing the Collateral Agent Collection Account Bank to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Servicing Report in accordance with Article X Section 2.7 and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soSection 2.8.
Appears in 3 contracts
Sources: Revolving Credit Agreement (NewStar Financial, Inc.), Revolving Credit Agreement (NewStar Financial, Inc.), Revolving Credit Agreement (NewStar Financial, Inc.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance in all material respects with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and and/or the administrative agents agents, as applicable, on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 3 contracts
Sources: Revolving Credit and Security Agreement (KKR FS Income Trust Select), Revolving Credit and Security Agreement (KKR FS Income Trust Select), Revolving Credit and Security Agreement (KKR FS Income Trust Select)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, negotiating and executing on behalf of the Borrower amendments, restatements, supplements and other modifications (including, without limitation, in respect of restructuring agreements, prepackaged plans and other documents related to restructuring arrangements), negotiating and providing on behalf of the Borrower consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) preparing and submitting claims to, and acting as post-billing liaison with, Obligors on each Loan (for which no administrative or similar agent exists);
(iii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any each Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iiiiv) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Collateral Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) identifying each Loan clearly and unambiguously in accordance with its servicing records to reflect that such Loan is owned by the requirements of Borrower and that the Borrower is pledging a security interest therein to the Secured Parties pursuant to this Agreement, ;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(viiviii) maintaining using its commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viiiix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportCollateral Management Report in accordance with Section 2.7, Section 2.8 and Section 2.9;
(ixx) assisting directing the sale or substitution of Collateral in Section 2.16 and Section 2.17;
(xi) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoans;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;Account; and
(xi) delivering assignments and promissory notes to the Custodian;
(xiixiii) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed for purposes of this Article VI that in circumstances in which a Person other than the Borrower or the Servicer Collateral Manager acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents related loan syndication Underlying Instruments, it has the right to do so.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Franklin BSP Capital Corp), Loan and Servicing Agreement (Franklin BSP Lending Corp), Loan and Servicing Agreement (Business Development Corp of America)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each LenderLender Agent, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(ix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiii) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;; and
(xiixiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor (so long as the Transferor is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Administrative Agent upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable and/or similar duties consistent with the terms of the Loan Agreements.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Solar Capital Ltd.), Loan and Servicing Agreement (Solar Capital Ltd.), Loan and Servicing Agreement (Fifth Street Finance Corp)
Duties. (i) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law Laws, and in accordance with the Credit and Collection Policy and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(iii) supervising the Collateralpreparing and submitting of claims to, including communicating with Obligorsand post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Asset;
(iiiii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Purchaser Agent and the Custodian) Trustee in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender and each Purchaser Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iiiiv) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(ivv) promptly delivering to the Administrative Agent, each LenderPurchaser Agent, the Collateral Agent Backup Servicer, or the CustodianTrustee, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Purchaser Agent or the Collateral Agent Trustee may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) identifying each Asset clearly and unambiguously in accordance with its servicing records to reflect that such Asset is owned by the requirements Seller and that the Seller is Granting a security interest therein to the Trustee for the benefit of the Secured Parties pursuant to this Agreement, ;
(vii) notifying the Administrative Agent and each Lender Purchaser Agent (with a copy to the Backup Servicer) of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could is reasonably be expected to have a Material Adverse Effect;
(viiviii) providing prompt written notice to the Administrative Agent and each Purchaser Agent (with a copy to the Backup Servicer), prior to the effective date thereof, of any changes in the Credit and Collection Policy that could be reasonably expected to have a Material Adverse Effect;
(ix) maintaining the perfected security interest of the Collateral AgentTrustee, for the benefit of the Secured Parties, in the Collateral;
(viiix) maintaining the Loan File with respect to Assets included as part of the Collateral, provided that so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet; and
(xi) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Servicing Report in accordance with Article X Section 2.10 and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soSection 2.11.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (NewStar Financial, Inc.), Sale and Servicing Agreement (NewStar Financial, Inc.), Sale and Servicing Agreement (NewStar Financial, Inc.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each LenderLender Agent, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) except to the extent held by the Collateral Custodian in accordance with Section 12.02(b), maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(ix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiii) delivering assignments the Loan Asset Files and promissory notes the Loan Tape to the Collateral Custodian;; and
(xiixiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses all rights of a lender with respect to any the enforcement of rights of a lender and remedies with respect to the Loan Assets and the Underlying Collateral Loanand under the Loan Agreements with respect to the related Loan Asset, and therefore, for all purposes under this Agreement, the Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents related Loan Agreements, it has the right to do so. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Administrative Agent (who will provide each Lender Agent with a copy promptly upon receipt thereof) upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable and/or similar duties consistent with the terms of the Loan Agreements.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Solar Capital Ltd.), Consent and Omnibus Amendment (Solar Senior Capital Ltd.), Consent and Omnibus Amendment (Solar Capital Ltd.)
Duties. The Servicer Collateral Agent shall take not have any duties or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on obligations except those expressly set forth in the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralTransaction Documents. Without limiting the generality of the foregoing, (a) the duties Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default (as defined in the Notes) has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Transaction Documents that the Collateral Agent is required to exercise in writing as directed by the Required Holders (as defined in the Notes), and (c) except as expressly set forth in the Transaction Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the entity serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Servicer Required Holders or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall include the following (be deemed not to the extent required under the terms have knowledge of this Agreement):
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents any Event of Default unless and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy until written notice thereof is given to the Collateral Agent by the Company or an Investor, and the CustodianCollateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in respect or in connection with any Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Transaction Document, (iii) the performance or observance of any of the servicing covenants, agreements or other terms or conditions set forth in any Transaction Document, (iv) the validity, enforceability, effectiveness or genuineness of any Transaction Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in any Transaction Document. The entity serving as the Collateral Agent may generally engage in any kind of business with the Company or any Subsidiary of the Company or other Affiliate thereof as if it were not the Collateral Agent hereunder. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (including information relating to its performance under this Agreement) as who may be required hereunder counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or as the Administrative Agent or any Lender may reasonably request not taken by it in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender advice of any material actionsuch counsel, suit, proceeding, dispute, offset, deduction, defense accountants or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soexperts.
Appears in 3 contracts
Sources: Note Purchase and Registration Rights Agreement (Venus Concept Inc.), Securities Exchange and Registration Rights Agreement (Venus Concept Inc.), Securities Purchase Agreement (Mri Interventions, Inc.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, Agent and each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, Agent and each Lender, the Custodian or the Collateral Agent Lender may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(ix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiii) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;; and
(xiixiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor (so long as the Transferor is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Administrative Agent upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable and/or similar duties consistent with the terms of the Loan Agreements.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Fifth Street Finance Corp.), Loan and Servicing Agreement (Fifth Street Finance Corp), Loan and Servicing Agreement (Fifth Street Finance Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including including, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of such Collateral Loan Asset by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened using its best efforts to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(vii) maintaining the Loan File with respect to Loan Assets included as part of the Collateral; provided that, if the Servicer is in possession of any Required Loan Documents (other than in electronic form), the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet, except while such Required Loan Documents are in the process of being delivered to or received from the Collateral Custodian;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ix) assisting executing the sale or substitution of Collateral in accordance with Section 2.07;
(x) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixii) delivering assignments the Loan Files and promissory notes a Loan Asset Schedule to the Collateral Custodian;
(xiixiii) preparing and delivering to the Borrower, the Collateral Agent and the Administrative Agent on each Measurement Date a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of such Measurement Date;
(xiv) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder in accordance with this Agreement and the Control Agreement; and
(xv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Underlying Instruments has the right to do so.
Appears in 3 contracts
Sources: Fourth Amendment to Loan and Servicing Agreement (First Eagle Private Credit Fund), Loan and Servicing Agreement (First Eagle Private Credit Fund), Loan and Servicing Agreement (First Eagle Private Credit Fund)
Duties. The Portfolio Asset Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing StandardStandard and to take the actions of the Portfolio Asset Servicer under this Agreement and the other Transaction Documents. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event with respect to the Portfolio Asset Servicer, but subject to the terms of this Agreement (including Section 11.04 and Article VI8.04), the Portfolio Asset Servicer has the sole and exclusive authority to make any and all decisions on behalf of the Borrower with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Portfolio Asset Servicer shall include the following (to following, without duplication of any actions taken by the extent required under the terms of this Agreement):Underlying Agent:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral received from the Underlying Agents and providing such reports records to the Administrative Agent and each Lender (with a copy to the Collateral Agent Custodian and the CustodianCalculation Agent) in together with such other information with respect of the servicing of to the Collateral (including information relating to its the Portfolio Asset Servicer’s performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender the Majority Lenders may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iiiii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records received from the Underlying Agents or received by it pursuant to this Agreement evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information received from the Underlying Agents or pursuant to this Agreement reasonably necessary or advisable for the collection of the Collateral;
(iviii) promptly delivering to the Administrative Agent, each Lender, the Collateral Calculation Agent or the Collateral Custodian, from time to time, such information and servicing records (to the extent received by the Portfolio Asset Servicer), including information relating to its the Portfolio Asset Servicer’s performance under this Agreement) , as the Administrative Agent, each Lender, the Custodian Calculation Agent or the Collateral Agent Custodian may from time to time reasonably request request;
(iv) identifying each Portfolio Asset clearly and unambiguously in accordance with its servicing records to reflect that such Portfolio Asset has been Transferred and is owned by the requirements Borrower and that the Borrower is granting a security interest therein to the Administrative Agent, for the benefit of the Secured Parties, pursuant to this Agreement and which can be obtained without any undue burden or expenseAgreement;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender the Calculation Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Portfolio Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(viivi) maintaining the perfected first priority security interest (subject to Permitted Liens) of the Collateral Administrative Agent, for the benefit of the Secured Parties, in the CollateralCollateral to the extent required by the Transaction Documents;
(vii) [reserved];
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report[reserved];
(ix) assisting [reserved];
(x) directing the sale of Collateral in accordance with Section 2.10;
(xi) providing assistance to the Borrower with respect to the purchase and sale Sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the CustodianPortfolio Assets;
(xii) complying as provided in Section 8.04(d), instructing the Counterparty Lender, Obligors and Underlying Agents, as applicable, on the Portfolio Assets to make payments with respect to the related Portfolio Asset directly into the Collection Account;
(xiii) [reserved];
(xiv) [reserved];
(xv) monitoring and recording in the records for the Collateral any interest rate adjustments in connection with the Underlying Agreements to the extent notice thereof is provided by the applicable Underlying Agents;
(xvi) [reserved];
(xvii) [reserved];
(xviii) monitoring any casualty losses or condemnation proceedings in respect of any related Underlying Collateral and administering any Proceeds related thereto in accordance with the applicable Underlying Agreements or Participation Agreements, in each case to the extent such other duties and responsibilities as may be required information is provided to the Portfolio Asset Servicer; provided that if such Underlying Agreements or Participation Agreements provide for any decision or discretion with respect to application of such Proceeds, the Portfolio Asset Servicer by this Agreementshall seek written instructions from the Borrower with respect to such application;
(xix) monitoring all payments made with respect to the Portfolio Assets; and
(xiiixx) assisting in the acquisition identifying Collections as Principal Collections, Current Income Collections or Excluded Amounts and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent preparing statements with respect to any Collateral LoanCollections and segregating Collections, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soall as required by this Agreement.
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.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Noticeapplicable law, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralServicing Standard. Without limiting the foregoing, the duties of the Servicer shall include include, but shall not be limited to, the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting obligors on the each Collateral and otherwise managing the Collateral on behalf of the BorrowerLoan (for which no administrative or similar agent exists);
(ii) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral usual and customary record retention and backup protocols in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by a Loan Party and such Loan Party is granting a security interest therein to the BorrowerCollateral Agent for the benefit of the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened in writing to be asserted by an Obligor obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;; and
(vii) maintaining the first priority, perfected security interest of the Collateral Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent subject to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing StandardPermitted Liens. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer any party to this Agreement acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable related loan syndication Related Documents Contracts, it has the right to do so. The Servicer is authorized and empowered to execute and deliver, on behalf of each Loan Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do so or accomplish all other acts or things necessary or appropriate to effect the purposes of this Agreement or to perform the duties of the Servicer under this Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Fortress Private Lending Fund), Credit Agreement (Fortress Private Lending Fund), Credit Agreement (Fortress Private Lending Fund)
Duties. The Servicer Borrower shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal Noticean Event of Default, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer Borrower has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Borrower shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including (A) communicating with Obligors, (B) negotiating and executing amendments, restatements, supplements and other modifications (including, without limitation, in respect of restructuring agreements, prepackaged plans and other documents related to restructuring arrangements), (C) negotiating and providing consents and waivers, exercising voting rights, (D) enforcing and collecting on the Collateral and (E) otherwise managing the Collateral on behalf of the BorrowerCollateral;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request request; provided that the Borrower acknowledges that certain information contained in accordance with such reports relies upon the requirements accuracy and delivery of this Agreement reports and which can be obtained without any undue burden or expenseinformation from Obligors pursuant to their reporting obligations under Loan Agreements;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, or the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with (to the requirements of this Agreement and which can extent, if relating to information to be obtained without any undue burden or expensefrom an Obligor, such information is reasonably available and would not violate confidentiality restrictions);
(v) identifying maintaining and updating the Underwriting File with respect to Loan Assets and promptly delivering (or providing online access) to the Administrative Agent, each Lender, or the Collateral Loan in its internal servicing Agent, from time to time, updates of all information and reports contained therein, together with such related information and records as the Administrative Agent, each Lender, or the Collateral Agent may from time to reflect the ownership of such Collateral Loan by the Borrowertime reasonably request;
(vi) identifying each Loan Asset clearly and unambiguously in accordance with its servicing records to reflect that such Loan Asset has been Transferred to and is owned by the requirements of Borrower and that the Borrower is Transferring a security interest therein to the Secured Parties pursuant to this Agreement, ;
(vii) notifying the Administrative Agent and each Lender following notice or discovery thereof, of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened in writing to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(viiviii) notifying the Administrative Agent and each Lender of any material change to the Servicing Standard;
(ix) maintaining the perfected first priority security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viiix) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral;
(xi) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixxii) assisting (A) directing the sale of Warranty Loan Assets pursuant to Section 2.06(c) and (B) directing the sale or substitution of Collateral in accordance with Section 2.06;
(xiii) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxiv) instructing the Obligors and or the administrative agents relevant agents, as the case may be, on the Collateral Loans Loan Assets to make payments directly into the Collection Account established Account;
(xv) delivering the Loan Asset Files to the Custodian pursuant to the Custodial Agreement and maintained with the Loan Asset Schedule to the Collateral Agent;
(xixvi) delivering assignments and promissory notes to taking all actions necessary in establishing the Custodian;Assigned Value; and
(xiixvii) complying with such other duties and responsibilities as may be required of the Servicer Borrower by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer (a) Contractor hereby covenants and collect on agrees that throughout the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI)Term, the Servicer has Master shall, with the sole Vessel’s officers and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoingcrew, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):unless otherwise ordered by Customer:
(i) supervising prosecute all voyages with the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrowerutmost dispatch;
(ii) maintaining render all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expensecustomary assistance;
(iii) maintaining load and implementing administrative discharge LNG and operating procedures (including an ability discharge regasified LNG as rapidly as possible when required by Customer or its agents to recreate servicing records evidencing the Collateral do so, by night or by day, but always in the event accordance with Laws of the destruction place of loading or discharging (as the case may be) and in each case in accordance with any Laws of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralRegistry;
(iv) promptly delivering to operate all equipment on board, including the Administrative AgentRegasification Equipment, each Lender, the Collateral Agent or the Custodian, from time to time, such information in a safe and servicing records (including information relating to its performance under this Agreement) proper manner and as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without required by any undue burden or expenseLaw;
(v) identifying each Collateral Loan in observe the orders of Customer or its internal servicing agents relating to employment of the Vessel, including sending of any required notices and keeping full and up to date records to reflect the ownership and logs of such Collateral Loan by the Borrowervoyages;
(vi) in accordance with operate the requirements of this Agreement, notifying Vessel and the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened Regasification Equipment as necessary to be asserted by an Obligor with respect deliver regasified LNG pursuant to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effectthe Regasified LNG Delivery Instructions;
(vii) maintaining provide Customer with the perfected security interest data reasonably required by Customer to make any calculations in respect of the Collateral Agent, for the benefit performance of the Secured PartiesVessel or the services provided by the Contractor hereunder, in the Collateral;including any data/documents requested by any Governmental Authority; and
(viii) directing cooperate with Customer as far as necessary to comply with and satisfy any requirements of any Governmental Authority.
(b) Contractor shall at all times have responsibility for the Collateral Agent proper stowage of the cargo and shall keep a strict account of all cargo loaded, Boil-Off, and cargo discharged.
(c) Contractor shall at all times during the Term operate, maintain and repair the Regasification Equipment, including procuring any equipment or material required to make payments fulfil such obligation.
(d) If Contractor intends to order spray cooling at any time during the Term, Contractor agrees, if requested by Customer, to discuss the reasons and technical basis for spray cooling.
(e) Subject to the provisions of this Agreement, Contractor shall have free use of Boil-Off. Except when otherwise required pursuant to the terms Customer’s orders, Contractor shall exercise due diligence to minimise any venting or steam dumping of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale Boil-Off during periods of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do solow fuel demand.
Appears in 2 contracts
Sources: Operation and Services Agreement (Golar LNG Partners LP), Operation and Services Agreement (Golar LNG Partners LP)
Duties. The Servicer shall take or cause to be taken all such actions as may be reasonably necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including including, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of such Collateral Loan Asset by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened using its best efforts to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(vii) maintaining the Loan File with respect to Loan Assets included as part of the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ix) assisting directing the sale or substitution of Collateral in accordance with Section 2.07;
(x) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixii) delivering assignments the Loan Files and promissory notes a Loan Asset Schedule to the Collateral Custodian;
(xiixiii) preparing and delivering to the Borrower, the Collateral Agent and the Administrative Agent on each Measurement Date a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of such Measurement Date; provided that in the case of the Borrowing Base (Aggregate) delivered on each Quarterly Reporting Date, such Borrowing Base (Aggregate) shall be calculated as of the Determination Date corresponding to such Quarterly Reporting Date;
(xiv) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder; and
(xv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Underlying Instruments has the right to do so.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (HPS Corporate Lending Fund), Loan and Servicing Agreement (HPS Corporate Lending Fund)
Duties. The Servicer Investment Advisor shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance in all material respects with Applicable Law and the Servicing Advisor Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer Investment Advisor has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Investment Advisor shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of such Collateral Loan Asset by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans Assets and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.)
Duties. The Portfolio Asset Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing StandardStandard and to take the actions of the Portfolio Asset Servicer under this Agreement and the other Transaction Documents. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event with respect to the Portfolio Asset Servicer, but subject to the terms of this Agreement (including Section 11.04 and Article VI8.04), the Portfolio Asset Servicer has the sole and exclusive authority to make any and all decisions on behalf of the Borrower with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral, except as otherwise expressly provided herein. Without limiting the foregoing, the duties of the Portfolio Asset Servicer shall include the following (to following, without duplication of any actions taken by the extent required under the terms of this Agreement):Underlying Agent:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral received from the Underlying Agents and providing such reports records to the Administrative Agent and each Lender (with a copy to the Collateral Custodian, Calculation Agent and the CustodianInitial Lender) in together with such other information with respect of the servicing of to the Collateral (including information relating to its the Portfolio Asset Servicer's performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender the Majority Lenders may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iiiii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records received from the Underlying Agents or received by it pursuant to this Agreement evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information received from the Underlying Agents or pursuant to this Agreement reasonably necessary or advisable for the collection of the Collateral;
(iviii) promptly delivering to the Administrative Agent, each Lender, the Collateral Calculation Agent or the Collateral Custodian, from time to time, such information and servicing records (to the extent received by the Portfolio Asset Servicer), including information relating to its the Portfolio Asset Servicer's performance under this Agreement) , as the Calculation Agent, the Administrative Agent, each Lender, the Custodian or the Collateral Agent Custodian (in each case as directed by the Majority Lenders) may from time to time reasonably request request;
(iv) identifying each Portfolio Asset clearly and unambiguously in accordance with its servicing records to reflect that such Portfolio Asset has been Transferred and is owned by the requirements Borrower and that the Borrower is granting a security interest therein to the Administrative Agent, for the benefit of the Secured Parties, pursuant to this Agreement and which can be obtained without any undue burden or expenseAgreement;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender the Calculation Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Portfolio Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(viivi) maintaining the perfected first priority security interest (subject to Permitted Liens) of the Collateral Administrative Agent, for the benefit of the Secured Parties, in the CollateralCollateral to the extent required by the Transaction Documents;
(vii) [reserved];
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report[reserved];
(ix) assisting [reserved];
(x) directing the sale of Collateral in accordance with Section 2.10;
(xi) providing assistance to the Borrower with respect to the purchase and sale Sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the CustodianPortfolio Assets;
(xii) complying as provided in Section 8.04(d), instructing the Counterparty Lender, Obligors and Underlying Agents, as applicable, on the Portfolio Assets to make payments with respect to the related Portfolio Asset directly into the Collection Accounts;
(xiii) [reserved];
(xiv) [reserved];
(xv) monitoring and recording in the records for the Collateral any interest rate adjustments in connection with the Underlying Agreements to the extent notice thereof is provided by the applicable Underlying Agents;
(xvi) [reserved];
(xvii) [reserved];
(xviii) monitoring any casualty losses or condemnation proceedings in respect of any related Underlying Collateral and administering any Proceeds related thereto in accordance with the applicable Underlying Agreements or Participation Agreements, in each case to the extent such other duties and responsibilities as may be required information is provided to the Portfolio Asset Servicer; provided that if such Underlying Agreements or Participation Agreements provide for any decision or discretion with respect to application of such Proceeds, the Portfolio Asset Servicer by this Agreementshall seek written instructions from the Borrower with respect to such application;
(xix) monitoring all payments made with respect to the Portfolio Assets; and
(xiiixx) assisting in the acquisition identifying Collections as Principal Collections, Current Income Collections or Excluded Amounts and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent preparing statements with respect to any Collateral LoanCollections and segregating Collections, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soall as required by this Agreement.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Carlyle Secured Lending III), Loan and Servicing Agreement (Carlyle Secured Lending III)
Duties. The Servicer Investment Advisor shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance in all material respects with Applicable Law and the Servicing Advisor Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer Investment Advisor has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Investment Advisor shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of such Collateral Loan Asset by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans Assets and Eligible Investments;
(x) instructing the Obligors and and/or the administrative agents agents, as applicable, on the Collateral Loans Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer Investment Advisor by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans Assets and other Collateral in accordance with Article X and the Servicing Advisor Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer Investment Advisor acts as lead agent with respect to any Collateral LoanAsset, the Servicer Investment Advisor shall perform its servicing advisory duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with the Facility Documents, Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) directing the acquisition or sale of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with Obligors; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Collateral Manager shall not consent to any amendment or other modification of any Collateral Loan or any Related Document for any Collateral Loan that would violate the provisions of Section 5.02(s); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors on each Collateral Loan;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities and taking such other actions as may be required of the Servicer Collateral Manager by this Agreement;
(x) on a monthly basis (and more frequently as set forth herein), providing to the Borrower, each Lender, the Administrative Agent and the Collateral Agent a Compliance Certificate and a Borrowing Base Certificate; and
(xiiixi) assisting directing the Account Bank to convert amounts denominated in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standardany Eligible Currency to Dollars for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 2 contracts
Sources: Credit and Security Agreement (Saratoga Investment Corp.), Credit and Security Agreement (Saratoga Investment Corp.)
Duties. The Servicer Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing StandardLaw. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including including, Section 11.04 and Article VI6.04), the Servicer Manager has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the CustodianAgent) in respect of the servicing administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Lender or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viiivi) to the extent that such Loan File is in the possession of the Manager, maintaining the Loan File with respect to Loan Assets included as part of the Collateral;
(vii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportManagement Report in accordance with Section 2.04;
(viii) directing the sale or substitution of Collateral in accordance with Section 2.07;
(ix) assisting providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(x) instructing preparing and delivering to the Obligors Borrower, the Collateral Agent and the administrative agents Administrative Agent on each Measurement Date a Borrowing Base Certificate setting forth the Collateral Loans to make payments directly into calculation of the Collection Account established and maintained with the Collateral Agent;Borrowing Base as of such Measurement Date; and
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer Manager by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 2 contracts
Sources: Loan and Security Agreement (Stepstone Private Credit Fund LLC), Loan and Security Agreement (Stepstone Private Credit Fund LLC)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenseCollateral;
(iiiiv) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent Administrator or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Collateral Administrator or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(vvi) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Agreement;
(vivii) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(viiviii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viiiix) with respect to each Collateral Loan included as part of the Collateral, making copies of the Related Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hours;
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportReport in accordance with the Priority of Payments;
(ixxi) assisting directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoans;
(xxiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained Account;
(xiv) cooperating with the Collateral Agent;Administrator in preparing the Monthly Reports and Payment Date Reports and in its other duties hereunder and under the Collateral Administration Agreement in the manner and at the times required hereunder and under the Collateral Administration Agreement; and
(xi) delivering assignments and promissory notes to the Custodian;
(xiixv) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer Collateral Manager acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, it has the right to do so.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each LenderLender Agent, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(ix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiii) delivering assignments the Loan Asset Files and promissory notes the Loan Tape to the Collateral Custodian;; and
(xiixiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Golub Capital BDC, Inc.), Loan and Servicing Agreement (Golub Capital BDC, Inc.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent Agent, the Collateral Administrator and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent Agent, the Collateral Administrator or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, Custodian, the Custodian Collateral Administrator or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (OFS Capital Corp), Revolving Credit and Security Agreement (OFS Capital Corp)
Duties. The Servicer Collateral Administrator shall take or cause to be taken all such actions as may be necessary or advisable to serviceperform, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, the following duties and obligations:
(i) The Collateral Administrator shall prepare the Monthly Report in accordance with Section 12.04 and, in connection with any Monthly Report for each month in which a Payment Date occurs, distribute funds in accordance with such Monthly Report in accordance with Section 2.13.
(ii) The Administrative Agent may direct the Collateral Administrator to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Administrator hereunder, the Collateral Administrator shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Administrator shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Parties or otherwise if the taking of such action, in the Collateral;
(viii) directing reasonable determination of the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
Administrator, (x) instructing shall be in violation of any applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Obligors Collateral Administrator to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Administrator requests the consent of the Administrative Agent and the administrative agents on Collateral Administrator does not receive a consent (either positive or negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action.
(iii) Except as expressly provided herein, the Collateral Loans Administrator shall not be under any duty or obligation to make payments directly into take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it and (x) unless and until (and to the Collection Account established extent) expressly so directed by the Administrative Agent and maintained with (y) in any event, it shall only be required to do so prior to the Maturity Date (and upon such occurrence, the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Administrator shall act in accordance with Article X and the Servicing Standardwritten instructions of the Administrative Agent pursuant to clause (x)). It is acknowledged and agreed that The Collateral Administrator shall not be liable for any action taken, suffered or omitted by it in circumstances in which a Person other than accordance with the Borrower request or the Servicer acts as lead agent with respect to direction of any Collateral LoanSecured Party, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has that this Agreement provides such Secured Party the right to do soso direct the Collateral Administrator, or the Administrative Agent. The Collateral Administrator shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default or Servicer Default, unless a Responsible Officer of the Collateral Administrator has actual knowledge of such matter or written notice thereof is received by the Collateral Administrator.
Appears in 2 contracts
Sources: Credit Agreement (HPS Corporate Lending Fund), Credit Agreement (HPS Corporate Lending Fund)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law Law, the Risk and Collection Policies (if NF is the Servicer) and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, negotiating and executing amendments, restatements, supplements and other modifications (including, without limitation, in respect of restructuring agreements, prepackaged plans and other documents related to restructuring arrangements), negotiating and providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the CustodianCollateral Custodian and the Backup Servicer) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent Agent, the Backup Servicer or any Lender Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each LenderLender Agent, the Custodian Account Bank, the Collateral Custodian, the Backup Servicer, the Collateral Administrator or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent Agent, the Backup Servicer and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) notifying the Administrative Agent and each Lender Agent of any change to the Risk and Collection Policies;
(viii) maintaining the perfected first priority security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viiiix) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixxi) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xii) providing assistance to the Borrower with respect to the purchase and sale Contribution of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxiii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiv) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;
(xiixv) taking all actions necessary in establishing the Advance Date Assigned Value, Updated Assigned Value, and Value Adjusted Assigned Value, including, without limitation, taking all actions necessary (including paying the compensation of the Nationally Recognized Valuation Firms) in establishing and maintaining the Scheduled Valuation Process in accordance with Section 6.02(d) below; and
(xvi) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor (so long as the Transferor is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Administrative Agent and the Backup Servicer upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable or similar duties consistent with the terms of the Loan Agreements.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (NF Investment Corp.), Loan and Servicing Agreement (NF Investment Corp.)
Duties. (i) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law Laws, and in accordance with the Credit and Collection Policy and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(iii) supervising the Collateralpreparing and submitting of claims to, including communicating with Obligorsand post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Loan;
(iiiii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the CustodianTrustee) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iiiiv) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianTrustee, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Trustee may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) identifying each Loan clearly and unambiguously in accordance with its servicing records to reflect that such Loan is owned by the requirements Borrower and that the Borrower is Granting a security interest therein to the Trustee, for the benefit of the Secured Parties, pursuant to this Agreement, ;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could is reasonably be expected to have a Material Adverse Effect;
(viiviii) providing prompt written notice to the Administrative Agent, prior to the effective date thereof, of any changes in the Credit and Collection Policy that could be reasonably expected to have a Material Adverse Effect;
(ix) maintaining the perfected security interest of the Collateral AgentTrustee, for the benefit of the Secured Parties, in the Collateral;
(viiix) maintaining the Loan File with respect to Loans included as part of the Collateral, provided, that so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet; and
(xi) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Servicing Report in accordance with Article X Section 2.10 and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soSection 2.11.
Appears in 2 contracts
Sources: Secured Loan and Servicing Agreement (NewStar Financial, Inc.), Secured Loan and Servicing Agreement (NewStar Financial, Inc.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender Purchaser Agent (with a copy to the Collateral Agent Trustee and the CustodianBackup Servicer) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender and each Purchaser Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each LenderPurchaser Agent, the Collateral Agent Trustee or the CustodianBackup Servicer, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each LenderPurchaser Agent, the Custodian Trustee or the Collateral Agent Backup Servicer may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is selling an undivided ownership interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Purchaser Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining providing the prompt written notice to the Administrative Agent and each Purchaser Agent, prior to the effective date thereof, of any proposed changes in the Credit Policy;
(viii) using its best efforts to maintain the perfected security interest of the Collateral AgentTrustee, for the benefit of the Secured Parties, in the Collateral;
(viiiix) maintaining the Loan File with respect to Loans included as part of the Collateral; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(x) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower Servicing Report in accordance with respect to the purchase Section 2.9 and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;Section 2.10; and
(xi) delivering assignments and promissory notes to directing the Custodian;
(xii) complying with such other duties and responsibilities as may be required sale or substitution of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X Section 2.18 , Section 2.19 and the Servicing StandardSection 2.20. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Originator (so long as the Originator is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Underlying Instruments has the right to do so.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on manage the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralLaw. Without limiting the foregoing, the duties of the Servicer shall include the following Collateral Manager (to the extent required under the terms of this Agreement):
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower) shall include the following:
(1) selecting, supervising, managing, monitoring and directing on behalf of the Borrower the investment, reinvestment and disposition of Loans (including (A) identifying, evaluating and negotiating the structure of potential Loans, (B) performing due diligence on potential Loans, (C) directing the activities of the credit and investment committees established to evaluate potential Loans, (D) making decisions (with the consent of the Agent to the extent specified herein) relating to the price, size and timing of the Borrower’s investments in Loans, (E) providing on‑going monitoring of the Borrower’s existing and potential Loans, (F) making investment decisions regarding credit improved, credit risk, defaulted and relative value trades of the Borrower and (G) providing trade settlement and portfolio compliance services to the Borrower); and
(2) assisting the Borrower in exercising the rights and obtaining the benefits to which it is entitled hereunder and under and in connection with Loans.
(3) preparing and submitting claims to, and acting as post‑billing liaison with, Obligors on each Loan (for which no administrative or similar agent exists);
(ii4) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii5) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing management and administration records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;; [Investcorp] Loan and Security Agreement
(iv6) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request request
(7) identifying each Loan clearly and unambiguously in accordance with its records to reflect that such Loan is owned by the requirements Borrower and that the Borrower is granting a security interest therein to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and which can be obtained without any undue burden or expenseAgreement;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, 8) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii9) maintaining the first priority, perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viii10) directing so long as CM Investment Partners LLC or one of its Affiliates is the Collateral Agent to make payments pursuant Manager and to the terms extent that such Loan Files are not held by the Document Custodian, whether at the Custody Facilities or otherwise, maintaining the Loan File(s) with respect to Loans included as part of the Payment Date ReportCollateral; provided that upon the occurrence and during the continuance of an Event of Default or a Collateral Manager Termination Event, the Administrative Agent may request the Loan File(s) to be sent to the Administrative Agent or its designee;
(ix11) assisting so long as CM Investment Partners LLC or one of its Affiliates is the Borrower Collateral Manager, to the extent that such Loan Files are not held by the Document Custodian, whether at the Custody Facilities or otherwise, with respect to each Loan included as part of the purchase and sale Collateral, making the Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this AgreementManager during normal business hours; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 2 contracts
Sources: Loan, Security and Collateral Management Agreement (Investcorp US Private Credit BDC II), Loan, Security and Collateral Management Agreement (Investcorp US Private Credit BDC II)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent Trustee and the Collateral Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each Lender, the Trustee or the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Trustee may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining providing the prompt written notice to the Agent, prior to the effective date thereof, of any proposed changes in the Credit Policy;
(viii) using its best efforts to maintain the perfected security interest of the Collateral AgentTrustee, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viiiix) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(x) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixxi) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xii) providing administrative assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxiii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral AgentTrustee;
(xixiv) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;; and
(xiixv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor (so long as the Transferor is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Agent upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable and/or similar duties consistent with the terms of the Loan Agreements.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Ares Capital Corp), Note Purchase Agreement (Ares Capital Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Termination Notice, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports reports, information and servicing records to the Administrative Agent and each Lender (with a copy to the Collateral Agent Agent, the Collateral Administrator and the Collateral Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required reasonably requested hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents (other than in electronic form), the Servicer will hold such Required Loan Documents in a reasonably safe place;
(ix) directing the Collateral Agent and/or the Securities Intermediary to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiii) delivering assignments the Required Loan Documents, the Loan Asset Files, the Loan Asset Checklist and promissory notes the Loan Tape to the Custodian;Collateral Custodian or the Collateral Administrator, in accordance with Article XII; and
(xiixiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Oaktree Strategic Credit Fund), Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors on each Collateral Loan;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, Lender or the Collateral Agent or the CustodianAgent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Lender or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;Account; and
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 2 contracts
Sources: Credit and Security Agreement (Business Development Corp of America), Credit and Security Agreement (Business Development Corp of America)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenseCollateral;
(iiiiv) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(ivv) promptly delivering to the Administrative Agent, Agent and each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, Agent or each Lender, the Custodian or the Collateral Agent Lender may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(vvi) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is pledging a security interest therein to the Administrative Agent (for the benefit of the Secured Parties) pursuant to this Agreement;
(vivii) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(viiviii) maintaining the perfected security interest of the Collateral Administrative Agent, for the benefit of the Secured Parties, in the Collateral;
(viiiix) with respect to each Collateral Loan included as part of the Collateral, making copies of the Related Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hours in accordance with Section 5.03(d);
(x) directing the Collateral Administrative Agent to make payments pursuant to the terms of the Payment Date ReportMonthly Report in accordance with the Priority of Payments;
(ixxi) assisting directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase purchase, origination and sale of and payment for the Collateral Loans and Eligible InvestmentsLoans;
(xxiii) instructing the Obligors and or the administrative agents and paying agents on the Collateral Loans to make payments directly into the Collection Account established including instructing the related administrative agents and maintained with paying agents on the Collateral AgentLoans to cause all Collections for any Collateral Loan deposited into a payment account maintained by such administrative agent or paying agent that are owed to the Borrower to be identified and deposited into the Collection Account no later than two (2) Business Days after receipt thereof or such longer period for identification and deposit of collections as may be required under the Related Documents for such Collateral Loan;
(xixiv) delivering assignments preparing the Monthly Reports in the manner and promissory notes to at the Custodiantimes required hereunder;
(xiixv) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiiixvi) assisting in with respect to each Loan proposed to be acquired by the acquisition Borrower, providing a Loan Checklist and sale of Collateral Loans and other Collateral Related Documents to the Custodian in accordance with Article X and the Servicing Standardterms hereof (with an electronic copy provided to the Administrative Agent). It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, it has the right to do so.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Logan Ridge Finance Corp.), Revolving Credit and Security Agreement (Logan Ridge Finance Corp.)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralManagement Standard. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (it being understood that the following shall not be construed to expand the extent required under scope of any express covenant of the terms of this AgreementCollateral Manager set forth in the Facility Documents, and shall be subject to all exceptions and qualifications set forth in such express covenants):
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with ObligorsObligors or, if applicable, the administrative agents on the Collateral Assets; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Collateral Manager shall not consent to any amendment or other modification of any Collateral Asset or any Related Document for any Collateral Asset that would violate the provisions of Section 5.02(s); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors, or if applicable, the administrative agents on the Collateral Assets, on each Collateral Asset;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;:
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans Assets to make payments directly into the applicable Collection Account established and maintained with the Collateral AgentAccounts;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement;
(x) providing to the Borrower, each Lender, the Administrative Agent, the Collateral Administrator and the Collateral Agent the reports required to be delivered by the Collateral Manager under this Agreement; and
(xiiixi) assisting directing the Collateral Agent to convert amounts denominated in the acquisition and sale of Collateral Loans and any Eligible Currency to any other Collateral in accordance with Article X and the Servicing StandardEligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral LoanAssets and the underlying assets securing such Collateral Assets under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Asset, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 2 contracts
Sources: Credit and Security Agreement (Diameter Credit Co), Credit and Security Agreement (Diameter Credit Co)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralManagement Standard. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (it being understood that the following shall not be construed to expand the extent required under scope of any express covenant of the terms of this AgreementCollateral Manager set forth in the Facility Documents, and shall be subject to all exceptions and qualifications set forth in such express covenants):
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with ObligorsObligors or, if applicable, the administrative agents on the Collateral Assets; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Collateral Manager shall not consent to any amendment or other modification of any Collateral Asset or any Related Document for any Collateral Asset that would violate the provisions of Section 5.02(r); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors, or if applicable, the administrative agents on the Collateral Assets, on each Collateral Asset;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;:
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans Assets to make payments directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement;
(x) providing to the Borrower, each Lender, the Administrative Agent, the Collateral Administrator and the Collateral Agent the reports required to be delivered by the Collateral Manager under this Agreement; and
(xiiixi) assisting directing the Collateral Agent to convert amounts denominated in the acquisition and sale of Collateral Loans and any Eligible Currency to any other Collateral in accordance with Article X and the Servicing StandardEligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral LoanAssets and the underlying assets securing such Collateral Assets under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Asset, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 2 contracts
Sources: Credit and Security Agreement (Fidelity Private Credit Fund), Credit and Security Agreement (Fidelity Private Credit Fund)
Duties. The Servicer Investment Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on manage the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralLaw. Without limiting the foregoing, the duties of the Servicer shall include the following Investment Manager (to the extent required under the terms of this Agreement):
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower) shall include the following:
(1) selecting, supervising, managing, monitoring and directing on behalf of the Borrower the investment, reinvestment and disposition of Loans (including (A) identifying, evaluating and negotiating the structure of potential Loans, (B) performing due diligence on potential Loans, (C) directing the activities of the credit and investment committees established to evaluate potential Loans, (D) making decisions (with the consent of the Agent to the extent specified herein) relating to the price, size and timing of the Borrower’s investments in Loans, (E) providing on-going monitoring of the Borrower’s existing and potential Loans, (F) making investment decisions regarding credit improved, credit risk, defaulted and relative value trades of the Borrower and (G) providing trade settlement and portfolio compliance services to the Borrower); and
(2) assisting the Borrower in exercising the rights and obtaining the benefits to which it is entitled hereunder and under and in connection with Loans.
(3) preparing and submitting claims to, and acting as post-billing liaison with, Obligors on each Loan (for which no administrative or similar agent exists);
(ii4) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii5) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing management and administration records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv6) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.request
Appears in 2 contracts
Sources: Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund), Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenseexpense pursuant to the Related Documents;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenseexpense pursuant to the Related Documents;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral[reserved];
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date related Monthly Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors any agent or administrative agent for each Collateral Loan to remit all payments and the administrative agents on the collections with respect to such Collateral Loans to Loan (and, if an Obligor may make payments directly to the lenders under the Related Documents, to direct the Obligor with respect to such Collateral Loan to remit all such payments and collections with respect to such Collateral Loan) directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard; provided that, notwithstanding anything herein to the contrary, neither the Servicer nor the Borrower shall be required to provide to any Agent, the Custodian or Lender any documents or information that either (1) are protected by the attorney-client privilege, privilege afforded to attorney work product or similar privilege in the Servicer's reasonable judgment, (2) the Servicer or the Borrower may not disclose without violating Applicable Law or (3) the disclosure of which would violate any confidentiality agreement or restriction. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 2 contracts
Sources: Credit Agreement (T. Rowe Price OHA Select Private Credit Fund), Credit Agreement (T. Rowe Price OHA Select Private Credit Fund)
Duties. The Servicer shall take or cause to be taken all such actions as may be reasonably necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including including, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of such Collateral Loan Asset by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(vii) maintaining the Loan File with respect to Loan Assets included as part of the Collateral; provided that, if the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet, except while such Required Loan Documents are in the process of being delivered to or received from the Collateral Custodian;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ix) assisting directing the sale or substitution of Collateral in accordance with Section 2.07;
(x) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixii) delivering assignments the Loan Files and promissory notes a Loan Asset Schedule to the Collateral Custodian;
(xiixiii) preparing and delivering to the Borrower, the Collateral Agent and the Administrative Agent on each Measurement Date a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of such Measurement Date; and
(xiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Underlying Instruments has the right to do so.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Diameter Credit Co), Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Duties. The Servicer (or the Sub-Servicer on its behalf) shall take or cause to be taken all such actions as may be reasonably necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law Law, the Credit and Collection Policy and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Receivable;
(ii) maintaining all reasonably necessary servicing records with respect to the Collateral and providing such reports reports, information and servicing records to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) Custodian in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender and the Collateral Custodian may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering identifying each Receivable clearly and unambiguously in its servicing records to reflect that such Receivable is owned by the applicable Borrower and that such Borrower is granting a security interest therein to the Administrative Agent, each Lender, Agent for the Collateral Agent or benefit of the Custodian, from time Secured Parties pursuant to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is is, or is to the Servicer’s knowledge threatened to be be, asserted by an Obligor with respect to any Collateral Loan Receivable (or portion thereof) of which it has actual knowledge or has received notice; or and (B2) that could reasonably be expected to have a Material Adverse Effect;
(vi) providing written notice to the Administrative Agent, prior to the effective date thereof, of any material proposed changes in the Credit and Collection Policy;
(vii) maintaining the first priority perfected security interest (subject to Permitted Liens) of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viii) maintaining the Servicing Files with respect to Receivables; and
(ix) directing the Collateral Agent Custodian to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Servicing Report in accordance with Article X Section 2.7 and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts Section 2.8, as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soapplicable.
Appears in 2 contracts
Sources: Revolving Credit Agreement (CLST Holdings, Inc.), Revolving Credit Agreement (CLST Holdings, Inc.)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Manager Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following following:
i. preparing and submitting claims to, and acting as post-billing liaison with, Obligors on each Loan (to the extent required under the terms of this Agreement):
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrowerfor which no administrative or similar agent exists);
(ii) . maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) . maintaining and implementing administrative and operating procedures (including an ability to recreate servicing management and administration records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) . promptly delivering to the Administrative Agent, each Lender, Agent and the Collateral Agent or the Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) v. identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is granting a security interest therein to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, . notifying the Administrative Agent and each Lender of any material action, suit, proceeding, payment dispute, offset, deduction, defense or counterclaim of which it has knowledge or has received notice (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice); or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) . [reserved];
viii. assisting the Borrower in maintaining the first priority, perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the CollateralCollateral subject to Permitted Liens;
(viiiix. so long as AGTB Fund Manager, LLC or one of its Affiliates is the Collateral Manager and to the extent that such Loan Files are not held by the Collateral Custodian, whether at the Custody Facilities or otherwise, maintaining the Loan File(s) with respect to Loans included as part of the Collateral; provided that upon the occurrence and during the continuance of an Event of Default or a Collateral Manager Termination Event, the Administrative Agent may request the Loan File(s) to be sent to the Administrative Agent or its designee;
x. so long as AGTB Fund Manager, LLC or one of its Affiliates is the Collateral Manager, to the extent that such Loan Files are not held by the Collateral Custodian, whether at the Custody Facilities or otherwise, with respect to each Loan included as part of the Collateral, making the Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hours; and
xi. directing the Collateral Agent Custodian to make payments pursuant to the terms of instructions set forth in the latest Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Report in accordance with Article X Section 2.7 and the Servicing StandardSection 2.8 and preparing such other reports as required pursuant to Section 5.1(q) and Section 6.8. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents related loan syndication Underlying Instruments, it has the right to do so.
Appears in 2 contracts
Sources: Loan, Security and Collateral Management Agreement (AG Twin Brook Capital Income Fund), Loan, Security and Collateral Management Agreement (AGTB Private BDC)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including including, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of such Collateral Loan Asset by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(vii) maintaining the Loan File with respect to Loan Assets included as part of the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Servicing Report in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.Section 2.04;
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Overland Advantage), Loan and Servicing Agreement (Overland Advantage)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Manager Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer Collateral Manager has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent Agent, the Collateral Administrator and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent Agent, the Collateral Administrator or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Custodian, the Collateral Administrator or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and and/or the administrative agents (as applicable) on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Collateral Manager Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer Collateral Manager acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Manager shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 2 contracts
Sources: Credit Agreement (Lord Abbett Private Credit Fund S), Revolving Credit and Security Agreement (Lord Abbett Private Credit Fund S)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with the Facility Documents, Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) directing the acquisition or sale of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with Obligors; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Collateral Manager shall not consent to any amendment or other modification of any Collateral Loan or any Related Document for any Collateral Loan that would violate the provisions of Section 5.02(s); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors on each Collateral Loan;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities and taking such other actions as may be required of the Servicer Collateral Manager by this Agreement;
(x) on a monthly basis (and more frequently as set forth herein), the Collateral Manager will provide to the Borrower, each Lender, the Administrative Agent and the Collateral Agent a Compliance Certificate and a Borrowing Base Certificate; and
(xiiixi) assisting directing the Account Bank to convert amounts denominated in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standardany Eligible Currency to Dollars for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 2 contracts
Sources: Credit and Security Agreement (Saratoga Investment Corp.), Credit and Security Agreement (Saratoga Investment Corp.)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with the Facility Documents, Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) directing the acquisition or sale of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with Obligors; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Collateral Manager shall not consent to any amendment or other modification of any Collateral Loan or any Related Document for any Collateral Loan that would violate the provisions of Section 5.02(s); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors on each Collateral Loan;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities and taking such other actions as may be required of the Servicer Collateral Manager by this Agreement;
(x) on a monthly basis (and more frequently as set forth herein), the Collateral Manager will provide to the Borrower, each Lender, the Administrative Agent and the Collateral Agent a Compliance Certificate and a Borrowing Base Certificate; and
(xiiixi) assisting directing the Account Bank to convert amounts denominated in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standardany Eligible Currency to Dollars for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender or agent under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 2 contracts
Sources: Credit and Security Agreement (Saratoga Investment Corp.), Credit and Security Agreement (Saratoga Investment Corp.)
Duties. The Servicer Investment Advisor shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Advisor Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer Investment Advisor has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Investment Advisor shall include the following (to the extent required under the terms of this Agreement):
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent Agent, the Collateral Administrator and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent Agent, the Collateral Administrator or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Custodian, the Collateral Administrator or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and and/or the administrative agents (as applicable) on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer Investment Advisor by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Advisor Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer Investment Advisor acts as lead agent with respect to any Collateral Loan, the Servicer Investment Advisor shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Fidelity Private Credit Fund), Revolving Credit and Security Agreement (Fidelity Private Credit Fund)
Duties. The Servicer shall take or cause to be taken all such actions as may be reasonably necessary or advisable to service, administer and collect on the Collateral Receivables from time to time, all in accordance with Applicable Law Law, the Credit and Collection Policy and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Receivable;
(ii) maintaining all reasonably necessary servicing records with respect to the Collateral Receivables and providing such reports reports, information and servicing records to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) Buyer in respect of the servicing of the Collateral Receivables (including information relating to its the Servicer’s performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender Buyer may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Receivables in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralReceivables;
(iv) promptly delivering to the Administrative Agent, identifying each Lender, the Collateral Agent or the Custodian, from time to time, such information Receivable clearly and unambiguously in its servicing records (including information relating to its performance under this Agreement) as reflect that such Receivable is owned by the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenseBuyer;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Buyer of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is is, or is to the Servicer’s knowledge threatened to be be, asserted by an Obligor with respect to any Collateral Loan Receivable (or portion thereof) of which it has actual knowledge or has received notice; or and (B) that could reasonably be expected to have a Material Adverse Effect;
(vi) providing written notice to the Buyer, prior to the effective date thereof, of any material proposed changes in the Credit and Collection Policy;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;Servicing Files with respect to Receivables; and
(viii) directing the Collateral Agent to make payments pursuant remitting to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect appropriate Governmental Authorities and Obligors any Excluded Amounts from time to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into time that are held in the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soAccount.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (CLST Holdings, Inc.), Purchase and Sale Agreement (CLST Holdings, Inc.)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralManagement Standard. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (it being understood that the following shall not be construed to expand the extent required under scope of any express covenant of the terms of this AgreementCollateral Manager set forth in the Facility Documents, and shall be subject to all exceptions and qualifications set forth in such express covenants):
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with ObligorsObligors or, if applicable, the administrative agents on the Collateral Loans; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Collateral Manager shall not consent to any amendment or other modification of any Collateral Loan or any Related Document for any Collateral Loan that would violate the provisions of Section 5.02(s); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors, or if applicable, the administrative agents on the Collateral Loans, on each Collateral Loan;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;:
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement;
(x) providing to the Borrower, each Lender, the Administrative Agent, the Collateral Administrator and the Collateral Agent the reports required to be delivered by the Collateral Manager under this Agreement; and
(xiiixi) assisting directing the Collateral Agent to convert amounts denominated in the acquisition and sale of Collateral Loans and any Eligible Currency to any other Collateral in accordance with Article X and the Servicing StandardEligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 2 contracts
Sources: Credit and Security Agreement (Apollo Debt Solutions BDC), Credit and Security Agreement (Blackstone Private Credit Fund)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (it being understood that the following shall not be construed to expand the extent required under scope of any express covenant of the terms of this AgreementServicer set forth in the Facility Documents, and shall be subject to all exceptions and qualifications set forth in such express covenants):
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with ObligorsObligors or, if applicable, the administrative agents on the Collateral Loans; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Servicer shall not consent to any amendment or other modification of any Collateral Loan or any Related Document for any Collateral Loan that would violate the provisions of Section 5.02(r); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors, or if applicable, the administrative agents on the Collateral Loans, on each Collateral Loan;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;:
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement;
(x) providing to the Borrower, each Lender, the Administrative Agent, the Collateral Administrator and the Collateral Agent the reports required to be delivered by the Servicer under this Agreement; and
(xiiixi) assisting directing the Collateral Agent to convert amounts denominated in the acquisition and sale of Collateral Loans and any Eligible Currency to any other Collateral in accordance with Article X and the Servicing StandardEligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 1 contract
Sources: Credit and Security Agreement (SLR Private Credit BDC II LLC)
Duties. The Servicer Servicer's duties shall take or cause include collection and posting of all payments, responding to be taken all such actions inquiries of Obligors on Receivables, investigating delinquencies, sending invoices to Obligors, as may be necessary or advisable appropriate, reporting tax information, if any, to serviceObligors, administer preparing and collect on delivering Receivable Files to the Collateral from time Custodian, accounting for Collections and furnishing statements and reports to time, all the Agent in accordance with Applicable Law this Agreement and the Servicing Standardother Transaction Documents. Prior Except to the delivery extent otherwise required pursuant to this Agreement, the Servicer shall follow the Accepted Servicing Practices in performing its duties as Servicer. To the extent consistent with the Accepted Servicing Practices and the following sentence, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with management, servicing, administration and collection that it may deem necessary or desirable, including, without limitation, executing and delivering on behalf of itself and the Borrower, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or any Medallion securing such Receivables. The Servicer is authorized to release Liens on Medallions granted pursuant to a Servicer Removal NoticeReceivable, but (i) if the debt secured thereby has been fully paid and the proceeds of the repayment of such debt are deposited in the Collection Account in accordance with Section 11.8 (Deposits to Accounts) below, and/or (ii) to liquidate such Medallions in accordance with its customary standards, policies and procedures, Accepted Servicing Practices and the Credit and Collection Policy, in either respect subject to the terms of this Agreement (including Section 11.04 Medallion Loan Agreements and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralMRP+ Program Documents. Without limiting the foregoing, the duties of If the Servicer shall include commence a legal proceeding to enforce a Receivable, the following (Borrower shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to the extent required under Servicer. If in any enforcement suit or legal proceeding it shall be held that the terms of this Agreement):
(i) supervising Servicer may not enforce a Receivable on the Collateralground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Borrower shall, at the Servicer's expense and direction, take steps to enforce such Receivable, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on bringing suit in the Collateral and otherwise managing the Collateral on behalf name of the Borrower;
(ii) maintaining all necessary servicing records with respect to . The Borrower shall, upon the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect written request of the servicing Servicer, furnish the Servicer with any powers of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records attorney and other information documents reasonably necessary or advisable for appropriate to enable the collection of the Collateral;
(iv) promptly delivering Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the Administrative Agentcontrary contained herein, each Lenderfrom and after the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the absolute and unlimited right to direct the Servicer to commence or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without settle any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor legal action with respect to any Collateral Loan (Receivable or portion thereof) of which it has actual knowledge Medallion or has received notice; to foreclose upon or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agentrepossess any Medallion Collateral, for the benefit of the Secured Parties, subject in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant all respects to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors Medallion Loan Agreement and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soMRP+ Program Documents.
Appears in 1 contract
Sources: Receivables Loan and Security Agreement (Marblegate Capital Corp)
Duties. The Servicer Collateral Administrator shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 Credit and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralCollection Policy. Without limiting the foregoing, the duties of the Servicer Collateral Administrator shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral on behalf of the Borrowereach Loan (for which no administrative or similar agent exists);
(ii) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing management and administration records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is transferring an ownership interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining providing the prompt written notice to the Administrative Agent, prior to the effective date thereof, of any proposed changes in the Credit and Collection Policy;
(viii) using its reasonable best efforts to maintain the first priority, perfected security interest (subject to Permitted Liens) of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viiiix) maintaining the Loan File(s) with respect to Loans included as part of the Collateral; provided that upon the occurrence and during the continuance of an Event of Default or a Collateral Administrator Termination Event, the Administrative Agent may request the Loan File(s) to be sent to the Administrative Agent or its designee;
(x) with respect to each Loan included as part of the Collateral, making the Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Administrator during normal business hours; and
(xi) directing the Collateral Agent Custodian to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting instructions set forth in the acquisition and sale of Collateral Loans and other Collateral latest Borrowing Base Certificate in accordance with Article X Section 2.7 and the Servicing StandardSection 2.8 and preparing such other reports as required pursuant to Section 6.8. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer Collateral Administrator acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Administrator shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents related loan syndication Underlying Instruments, it has the right to do so.
Appears in 1 contract
Sources: Loan and Security Agreement (New Mountain Finance Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim with respect to any Loan Asset (or portion thereof) of which it has knowledge or has received notice (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received noticeObligor; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents other than in electronic form, the Servicer will hold such Required Loan Documents in a reasonably safe place;
(ix) directing the Collateral Agent and/or the Account Bank to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiii) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;
(xiixiv) ensuring any third party consents required to transfer record ownership of any Eligible Loan Asset to the Borrower are obtained on or prior to the Cut-Off Date of such Eligible Loan Asset; and
(xv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
. For the avoidance of doubt, on each Measurement Date, the Servicer (xiiion behalf of the Borrower) assisting shall re-determine the status of each Eligible Loan Asset as of such calculation date and provide notice of any change in the acquisition status of any Eligible Loan Asset to the Collateral Agent and, as a consequence thereof, (i) Collateral Obligations that were previously Eligible Loan Assets on a prior Measurement Date may be excluded from the calculation of the Borrowing Base on such Measurement Date, and sale (ii) Collateral Obligations that were previously not Eligible Loan Assets on a prior Measurement Date may (with the consent of Collateral Loans and other Collateral the Administrative Agent pursuant to an Approval Notice) be included in accordance with Article X and the Servicing Standardcalculation of the Borrowing Base on such Measurement Date. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor (so long as the Transferor is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so.. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Administrative Agent upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable and/or similar duties consistent with the terms of the Loan Agreements. 104
Appears in 1 contract
Sources: Loan and Servicing Agreement
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on service the Collateral from time to time, all in accordance with Applicable Law and the Servicing Servicer Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower) shall include the following:
(1) selecting, supervising, managing, monitoring and directing on behalf of the Borrower the investment, reinvestment and disposition of Loans (including (A) identifying, evaluating and negotiating the structure of potential Loans, (B) performing due diligence on potential Loans, (C) directing the activities of the credit and investment committees established to evaluate potential Loans, (D) making decisions (with the consent of the Administrative Agent to the extent specified herein) relating to the price, size and timing of the Borrower's investments in Loans, (E) providing on-going monitoring of the Borrower's existing and potential Loans, (F) making investment decisions regarding credit improved, credit risk, defaulted and relative value trades of the Borrower and (G) providing trade settlement and portfolio compliance services to the Borrower);
(ii2) assisting the Borrower in exercising the rights and obtaining the benefits to which it is entitled hereunder and under and in connection with Loans;
(3) preparing and submitting claims to, and acting as post-billing liaison with, Obligors on each Loan (for which no administrative or similar agent exists);
(4) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii5) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing management and administration records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv6) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) (x) are in the Servicer's possession or (y) can be obtained by the Servicer through reasonable inquiry, as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v7) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is granting a security interest therein to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, 8) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect, in each case of which it has knowledge or has received written notice;
(vii9) maintaining the first priority, perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the CollateralCollateral subject to Permitted Liens; provided that the Servicer shall have no responsibility for filing or maintaining effective financing statements (including any amendments thereto or assignments thereof) in any filing offices, or filing continuation statements, amendments or assignments with respect thereto in any filing offices;
(viii10) directing so long as Monroe Capital Income Plus Corporation or one of its Affiliates is the Servicer and to the extent that such Loan Files are not held by the Collateral Agent to make payments pursuant to Custodian, whether at the terms of Custody Facilities or otherwise, maintaining the Payment Date Report;
(ixLoan File(s) assisting the Borrower with respect to Loans included as part of the purchase Collateral; provided that upon the occurrence and sale during the continuance of and payment for an Event of Default or a Servicer Termination Event, the Collateral Loans and Eligible Investments;
(xAdministrative Agent may request the Loan File(s) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes be sent to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this AgreementAdministrative Agent or its designee; and
(xiii11) assisting in so long as Monroe Capital Income Plus Corporation or one of its Affiliates is the acquisition and sale of Servicer, to the extent that such Loan Files are not held by the Collateral Loans and other Collateral in accordance with Article X and Custodian, whether at the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Custody Facilities or the Servicer acts as lead agent otherwise, with respect to any Collateral Loaneach Loan included as part of the Collateral, making the Loan Files available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soduring normal business hours.
Appears in 1 contract
Sources: Loan, Security and Servicing Agreement (Monroe Capital Income Plus Corp)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralManagement Standard. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (it being understood that the following shall not be construed to expand the extent required under scope of any express covenant of the terms of this AgreementCollateral Manager set forth in the Facility Documents, and shall be subject to all exceptions and qualifications set forth in such express covenants):
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with ObligorsObligors or, if applicable, the administrative agents on the Collateral Assets; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Collateral Manager shall not consent to any amendment or other modification of any Collateral Asset or any Related Document for any Collateral Asset that would violate the provisions of Section 5.02(s); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors, or if applicable, the administrative agents on the Collateral Assets, on each Collateral Asset;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;:
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans Assets to make payments directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement;
(x) providing to the Borrower, each Lender, the Administrative Agent, the Collateral Administrator and the Collateral Agent the reports required to be delivered by the Collateral Manager under this Agreement; and
(xiiixi) assisting directing the Collateral Agent to convert amounts denominated in the acquisition and sale of Collateral Loans and any Eligible Currency to any other Collateral in accordance with Article X and the Servicing StandardEligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral LoanAssets and the underlying assets securing such Collateral Assets under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Asset, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 1 contract
Sources: Credit and Security Agreement (LGAM Private Credit LLC)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior , in good faith and with reasonable care using a degree of skill and care no less than that exercised by institutional managers of national standing relating to assets of the nature and character of the Collateral Loans; provided that to the delivery of a Servicer Removal Noticeextent not inconsistent with the foregoing, but subject to the terms of Collateral Manager shall, in performing its duties under this Agreement (including Section 11.04 and Article VI)the other Facility Documents, the Servicer has the sole follow its customary standards, policies and exclusive authority to make any procedures and all decisions exercise a degree of skill and attention no less than that which it exercises with respect to the Collateral comparable assets that it manages for itself and take or refrain from taking any for other clients having similar investment objectives and all actions with respect to the Collateralrestrictions. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors on each Collateral Loan;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing maintaining and causing to be maintained in the possession of the Custodian for the benefit of the Lender(s) the Loan Files for the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportLoans;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;Account; and
(xi) delivering assignments and promissory notes to the Custodian;
(xiix) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 1 contract
Sources: Credit and Security Agreement (Oxford Square Capital Corp.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):
following: (i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
; (ii) preparing and submitting claims to Obligors on each Collateral Loan; (iii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender as set forth in Section 8.06; (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iiiiv) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
; (ivv) promptly delivering to the Administrative Agent, Agent and each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, Agent or each Lender, the Custodian or the Collateral Agent Lender may from time to time reasonably request in accordance with the requirements of relating to Servicer’s obligations under this Agreement and which can be obtained without any undue burden or expense;
Agreement; (vvi) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the Borrower;
Borrower and that the Borrower is pledging a security interest therein to the Administrative Agent (vifor the benefit of the Secured Parties) in accordance with the requirements of pursuant to this Agreement, ; (vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
; (viiviii) maintaining the perfected security interest of the Collateral Administrative Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.- 95- 34881204v6 110062879
Appears in 1 contract
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each LenderLender Agent, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(ix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixiii) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;; and
(xiixiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor (so long as the Transferor is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Administrative Agent upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable and/or similar duties consistent with the terms of the Loan Agreements.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Fifth Street Finance Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;; USActive 56468589.1056468589.17
(x) instructing the Obligors and and/or the administrative agents agents, as applicable, on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Blackstone Private Credit Fund)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, negotiating and executing on behalf of the Borrower amendments, restatements, supplements and other modifications (including, without limitation, in respect of restructuring agreements, prepackaged plans and other documents related to restructuring arrangements), negotiating and providing on behalf of the Borrower consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) preparing and submitting claims to, and acting as post-billing liaison with, Obligors on each Loan (for which no administrative or similar agent exists);
(iii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Loan Agent and each Lender (with a copy to the Collateral Agent and the Document Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Loan Agent or any each Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iiiiv) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(ivv) promptly delivering to the Administrative Loan Agent, each Lender, the Collateral Agent or the Document Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Loan Agent, each Lender, the Custodian Collateral Agent or the Collateral Agent Document Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) identifying each Loan clearly and unambiguously in accordance with its servicing records to reflect that such Loan is owned by the requirements of Borrower and that the Borrower is pledging a security interest therein to the Secured Parties pursuant to this Agreement, ;
(vii) notifying the Administrative Loan Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(viiviii) maintaining using its commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viiiix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportCollateral Report in accordance with Section 2.7, Section 2.8 and Section 2.9;
(ixx) assisting directing the purchase and sale of Collateral in Section 2.19;
(xi) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoans;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;Account; and
(xi) delivering assignments and promissory notes to the Custodian;
(xiixiii) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed for purposes of this Article VI that in circumstances in which a Person other than the a Borrower or the Servicer Collateral Manager acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Manager shall perform its servicing duties hereunder only to the extent that a Borrower, as a lender under the applicable Related Documents related loan syndication Underlying Instruments, has the right to do so.
Appears in 1 contract
Sources: Facility Agreement (AB Private Credit Investors Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing StandardStandard and to take the actions of the Servicer under this Agreement and the other Transaction Documents. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.05), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower[reserved];
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender the Majority Lenders may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset has been Transferred and is owned by the BorrowerBorrower and that the Borrower is granting a security interest therein to the Administrative Agent, for the benefit of the Secured Parties, pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have result in a Material Adverse Effect;
(vii) maintaining the perfected first priority security interest (subject to Permitted Liens) of the Collateral Administrative Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 1 contract
Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 11.04, Article VI and Article VIVII), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Overland Advantage)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):
following: (i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
; (ii) preparing and submitting claims to Obligors on each Collateral Loan; (iii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender Collateral; (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iiiiv) maintaining and implementing administrative and operating procedures --120-- (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
; (ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent Administrator or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Collateral Administrator or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
request; (vvi) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the Borrower;
Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (vifor the benefit of the Secured Parties) in accordance with the requirements of pursuant to this Agreement, ; (vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
; (viiviii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
; (viiiix) with respect to each Collateral Loan included as part of the Collateral, making copies of the Related Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hours in accordance with Section 5.03(d); (x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
Monthly Report in accordance with the Priority of Payments; (ixxi) assisting directing the acquisition, sale or substitution of Collateral in accordance with Article X; (xii) providing assistance to the Borrower with respect to the purchase of Loans and sale of and payment for the Collateral Loans and Eligible Investments;
Loans; (xxiii) instructing the Obligors and or related the administrative and paying agents under the Related Documents, as applicable, on the Collateral Loans to make payments directly into the Collection Account established Account; (xiv) preparing the Monthly Reports and maintained cooperating with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other Administrator in its duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting hereunder in the acquisition manner and sale of Collateral Loans and other Collateral in accordance with Article X and at the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.times required hereunder;
Appears in 1 contract
Sources: Term Credit and Security Agreement (Monroe Capital Income Plus Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (it being understood that the following shall not be construed USActive 60140401.11 to expand the extent required under scope of any express covenant of the terms of this AgreementServicer set forth in the Facility Documents, and shall be subject to all exceptions and qualifications set forth in such express covenants):
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with ObligorsObligors or, if applicable, the administrative agents on the Collateral Loans; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Servicer shall not consent to any amendment or other modification of any Collateral Loan or any Related Document for any Collateral Loan that would violate the provisions of Section 5.02(r); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors, or if applicable, the administrative agents on the Collateral Loans, on each Collateral Loan;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;:
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement;
(x) providing to the Borrower, each Lender, the Administrative Agent, the Collateral Administrator and the Collateral Agent the reports required to be delivered by the Servicer under this Agreement; and
(xiiixi) assisting directing the Collateral Agent to convert amounts denominated in the acquisition and sale of Collateral Loans and any Eligible Currency to any other Collateral in accordance with Article X and the Servicing StandardEligible Currency for any permitted purpose hereunder. -178- USActive 60140401.11 It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 1 contract
Sources: Credit and Security Agreement (SLR Private Credit BDC II LLC)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on each Contract in the Collateral Asset Pool from time to time, all in accordance with Applicable Law Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting of claims to, including communicating with Obligorsand post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Lessees on the Collateral and otherwise managing the Collateral on behalf of the BorrowerContracts;
(ii) maintaining all necessary servicing records with respect to the Collateral Contracts and providing such reports to the Administrative Deal Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral Contracts (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Deal Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Contracts in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralContract;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Deal Agent or the CustodianTrustee, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Deal Agent or the Collateral Agent Trustee may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Contract clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Contract is owned by the BorrowerBorrower and that the Borrower is granting a first priority security interest therein to the Trustee pursuant to this Agreement;
(vi) in accordance with furnishing to the requirements of this AgreementDeal Agent, notifying the Administrative Agent and each Lender prior to its effective date, prompt notice of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim changes in the Credit and Collection Policy;
(Avii) that is or is threatened to be asserted by an Obligor with respect to notifying the Deal Agent of any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) proposed change in the Credit and Collections Policies that could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the collectability of the Assets in the Asset Pool, on the Borrower or on the interests of the Deal Agent or any Secured Party hereunder;
(viiviii) maintaining subject to the applicable provisions of this Agreement, using, with respect to the initial Servicer, its best efforts, and, with respect to any Successor Servicer, its commercially reasonable efforts, to maintain the perfected security interest of the Collateral AgentTrustee, for the benefit of the Secured Parties, in the Collateral;Contracts; and
(viiiix) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Monthly Report in accordance with Article X Section 2.7 and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soSection 2.8.
Appears in 1 contract
Duties. The Servicer InvestmentCollateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on manage the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralLaw. Without limiting the foregoing, the duties of the Servicer shall include the following InvestmentCollateral Manager (to the extent required under the terms of this Agreement):
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower) shall include the following:
(1) selecting, supervising, managing, monitoring and directing on behalf of the Borrower the investment, reinvestment and disposition of Loans (including (A) identifying, evaluating and negotiating the structure of potential Loans, (B) performing due diligence on potential Loans, (C) directing the activities of the credit and investment committees established to evaluate potential Loans, (D) making decisions (with the consent of the Agent to the extent specified herein) relating to the price, size and timing of the Borrower’s investments in Loans, (E) providing on-going monitoring of the Borrower’s existing and potential Loans, (F) making investment decisions regarding credit improved, credit risk, defaulted and relative value trades of the Borrower and (G) providing trade settlement and portfolio compliance services to the Borrower); and
(2) assisting the Borrower in exercising the rights and obtaining the benefits to which it is entitled hereunder and under and in connection with Loans.
(3) preparing and submitting claims to, and acting as post-billing liaison with, Obligors on each Loan (for which no administrative or similar agent exists);
(ii4) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii5) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing management and administration records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv6) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request request
(7) identifying each Loan clearly and unambiguously in accordance with its records to reflect that such Loan is owned by the requirements Borrower and that the Borrower is granting a security interest therein to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and which can be obtained without any undue burden or expenseAgreement;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, 8) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii9) maintaining the first priority, perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viii10) directing so long as CM Investment Partners LLC or one of its Affiliates is the Collateral Agent to make payments pursuant InvestmentCollateral Manager and to the terms extent that such Loan Files are not held by the Document Custodian, whether at the Custody Facilities or otherwise, maintaining the Loan File(s) with respect to Loans included as part of the Payment Date ReportCollateral; provided that upon the occurrence and during the continuance of an Event of Default or an Investmenta Collateral Manager Termination Event, the Administrative Agent may request the Loan File(s) to be sent to the Administrative Agent or its designee;
(ix11) assisting so long as CM Investment Partners LLC or one of its Affiliates is the Borrower InvestmentCollateral Manager, to the extent that such Loan Files are not held by the Document Custodian, whether at the Custody Facilities or otherwise, with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities each Loan included as may be required part of the Servicer Collateral, making the Loan File available for inspection by this Agreementthe Administrative Agent, upon reasonable advance notice, at the offices of the InvestmentCollateral Manager during normal business hours; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 1 contract
Sources: Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund)
Duties. The Portfolio Asset Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing StandardStandard and to take the actions of the Portfolio Asset Servicer under this Agreement and the other Transaction Documents. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event with respect to the Portfolio Asset Servicer, but subject to the terms of this Agreement (including Section 11.04 and Article VI8.04), the Portfolio Asset Servicer has the sole and exclusive authority to make any and all decisions on behalf of the Borrower with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Portfolio Asset Servicer shall include the following (to following, without duplication of any actions taken by the extent required under the terms of this Agreement):Underlying Agent:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral received from the Underlying Agents and providing such reports records to the Administrative Agent and each Lender (with a copy to the Collateral Agent Custodian and the CustodianCalculation Agent) in together with such other information with respect of the servicing of to the Collateral (including information relating to its the Portfolio Asset -90- Servicer’s performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender the Majority Lenders may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iiiii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records received from the Underlying Agents or received by it pursuant to this Agreement evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information received from the Underlying Agents or pursuant to this Agreement reasonably necessary or advisable for the collection of the Collateral;
(iviii) promptly delivering to the Administrative Agent, each Lender, the Collateral Calculation Agent or the Collateral Custodian, from time to time, such information and servicing records (to the extent received by the Portfolio Asset Servicer), including information relating to its the Portfolio Asset Servicer’s performance under this Agreement) , as the Administrative Agent, each Lender, the Custodian Calculation Agent or the Collateral Agent Custodian may from time to time reasonably request request;
(iv) identifying each Portfolio Asset clearly and unambiguously in accordance with its servicing records to reflect that such Portfolio Asset has been Transferred and is owned by the requirements Borrower and that the Borrower is granting a security interest therein to the Administrative Agent, for the benefit of the Secured Parties, pursuant to this Agreement and which can be obtained without any undue burden or expenseAgreement;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender the Calculation Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Portfolio Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(viivi) maintaining the perfected first priority security interest (subject to Permitted Liens) of the Collateral Administrative Agent, for the benefit of the Secured Parties, in the CollateralCollateral to the extent required by the Transaction Documents;
(vii) [reserved];
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report[reserved];
(ix) assisting [reserved];
(x) directing the sale of Collateral in accordance with Section 2.10;
(xi) providing assistance to the Borrower with respect to the purchase and sale Sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the CustodianPortfolio Assets;
(xii) complying as provided in Section 8.04(d), instructing the Counterparty Lender, Obligors and Underlying Agents, as applicable, on the Portfolio Assets to make payments with respect to the related Portfolio Asset directly into the Collection Account;
(xiii) [reserved];
(xiv) [reserved];
(xv) monitoring and recording in the records for the Collateral any interest rate adjustments in connection with the Underlying Agreements to the extent notice thereof is provided by the applicable Underlying Agents;
(xvi) [reserved];
(xvii) [reserved];
(xviii) monitoring any casualty losses or condemnation proceedings in respect of any related Underlying Collateral and administering any Proceeds related thereto in accordance with the applicable Underlying Agreements or Participation Agreements, in each case to the extent such other duties and responsibilities as may be required information is provided to the Portfolio Asset Servicer; provided that if such Underlying Agreements or Participation Agreements provide for any decision or discretion with respect to application of such Proceeds, the Portfolio Asset Servicer by this Agreementshall seek written instructions from the Borrower with respect to such application;
(xix) monitoring all payments made with respect to the Portfolio Assets; and
(xiiixx) assisting in the acquisition identifying Collections as Principal Collections, Current Income Collections or Excluded Amounts and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent preparing statements with respect to any Collateral LoanCollections and segregating Collections, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do soall as required by this Agreement.
Appears in 1 contract
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard; provided that the Servicer shall not take any action that would require Prior Committee Approval pursuant to the limited liability company agreement of the Equityholder unless the Equityholder has obtained such Prior Committee Approval (as such term is defined in the limited liability company agreement of the Equityholder) with respect to such action. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the CustodianAdministrative Agent) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, Lender or the Collateral Agent or the CustodianAgent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Lender or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and acquisition, sale or substitution of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 1 contract
Sources: First Omnibus Amendment (Pennantpark Investment Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and (who will provide each Lender with a copy promptly upon receipt thereof) (with a copy to the Collateral Agent Trustee and the Collateral Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly delivering to the Administrative Agent, Agent (who will provide each LenderLender with a copy promptly upon receipt thereof), the Collateral Agent Trustee or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Trustee may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its best efforts to maintain the perfected security interest of the Collateral AgentTrustee, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(ix) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixx) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xi) providing administrative assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets (or sellers of Acquisition Participation Interests) to make payments directly into the Collection Account established and maintained with the Collateral AgentTrustee;
(xixiii) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;
(xiixiv) calculating the ▇▇▇▇▇’▇ Rating, the Maximum Weighted Average Rating Factor Test, the ▇▇▇▇▇’▇ Weighted Average Rating Factor, the Minimum Weighted Average Coupon Test, the Minimum Weighted Average Spread Test and the Concentration Limits with respect to the Loan Assets on the dates and times necessary for the Borrower and Servicer to comply with this Agreement;
(xv) furnishing all reports, certificates, financial statements and other information as required pursuant to Section 6.08; and
(xvi) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor (so long as the Transferor is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Agent (who will provide each Lender with a copy promptly upon receipt thereof) upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable and/or similar duties consistent with the terms of the Loan Agreements.
Appears in 1 contract
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery occurrence of a Servicer Removal NoticeTermination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the CollateralCollateral Portfolio. Without limiting the foregoingforegoing (and, in all cases, subject to Section 6.02(b)), the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary managing and servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the managing and servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio;
(iv) promptly within a reasonable period of time following any request, delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each LenderLender Agent, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viii) except to the extent held by the Collateral Custodian in accordance with Section 12.02(b), maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(ix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral Servicing Report in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.Section 2.04;
Appears in 1 contract
Sources: Loan and Servicing Agreement (Business Development Corp of America)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior , in good faith and with reasonable care using a degree of skill and care no less than that exercised by institutional managers of national standing relating to assets of the delivery nature and character of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralLoans. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors on each Collateral Loan;
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining using its commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;Account; and
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral Loans and the underlying assets securing such Collateral Loans under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Loan, and therefore, for all purposes under this Agreement, the Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 1 contract
Sources: Credit and Security Agreement (Bain Capital Specialty Finance, Inc.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):
following: (i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
; (ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
expense pursuant to the Related Documents; (iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
; (iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
expense pursuant to the Related Documents; (v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
; (vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
[reserved]; (viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
; (ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
; (x) instructing the Obligors any agent or administrative agent for each Collateral Loan to remit all payments and the administrative agents on the collections with respect to such Collateral Loans to Loan (and, if an Obligor may make payments directly to the lenders under the Related Documents, to direct the Obligor with respect to such Collateral Loan to remit all such payments and collections with respect to such Collateral Loan) directly into the Collection Account established and maintained with the Collateral Agent;
Account; (xi) delivering assignments and promissory notes to the Custodian;
; (xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
and (xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard; provided that, notwithstanding anything herein to the contrary, neither the Servicer nor the Borrower shall be required to provide to any Agent, the Custodian or Lender any documents or information that either (1) are protected by the attorney-client privilege, privilege afforded to attorney work product or similar privilege in the Servicer's reasonable judgment, (2) the Servicer or the Borrower may not disclose without violating Applicable Law or (3) the disclosure of which would violate any confidentiality agreement or restriction. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (T. Rowe Price OHA Select Private Credit Fund)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the CustodianAdministrative Agent) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, Lender or the Collateral Agent or the CustodianAgent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Lender or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and acquisition, sale or substitution of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Pennantpark Investment Corp)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralManagement Standard. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (it being understood that the following shall not be construed to expand the extent required under scope of any express covenant of the terms of this AgreementCollateral Manager set forth in the Facility Documents, and shall be subject to all exceptions and qualifications set forth in such express covenants):
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with ObligorsObligors or, if applicable, the administrative agents on the Collateral Assets; (B) subject to the provisos to this subclause (B), executing amendmentsamendments or other modifications, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral; provided that the Collateral Manager shall not consent to any amendment or other modification of any Collateral Asset or any Related Document for any Collateral Asset that would violate the provisions of Section 5.02(s); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors, or if applicable, the administrative agents on the Collateral Assets, on each Collateral Asset; USActive 59109857.1659109857.18
(iv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect including copies of the servicing of the Collateral (including information relating to its performance under this AgreementRelated Documents) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateralservices to be performed hereunder;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;:
(vii) maintaining using commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans Assets to make payments directly into the Collection Account established and maintained with the Collateral AgentAccount;
(xi) delivering assignments and promissory notes to the Custodian;
(xiiix) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement;
(x) providing to the Borrower, each Lender, the Administrative Agent, the Collateral Administrator and the Collateral Agent the reports required to be delivered by the Collateral Manager under this Agreement; and
(xiiixi) assisting directing the Collateral Agent to convert amounts denominated in the acquisition and sale of Collateral Loans and any Eligible Currency to any other Collateral in accordance with Article X and the Servicing StandardEligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral LoanAssets and the underlying assets securing such Collateral Assets under the Related Documents as have been transferred to the Borrower with respect to the related Collateral Asset, and therefore, for all purposes under this Agreement, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, the Borrower has the right to do so.
Appears in 1 contract
Sources: Credit and Security Agreement (LGAM Private Credit LLC)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;; USActive 53852035.1153852035.14.docx -123-
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent Agent, the Collateral Administrator and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent Agent, the Collateral Administrator or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, Custodian, the Custodian Collateral Administrator or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; andand USActive 53852035.1153852035.14.docx -124-
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (OFS Capital Corp)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on perform the Collateral from time to time, all Servicing Duties in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralCollateral in respect of the Servicing Duties. For the avoidance of doubt, the Servicer’s actions in performing the Servicing Duties shall not include activities of an investment adviser (as such term is interpreted under the Investment Company Act or the Investment Advisers Act of 1940, as amended). All decisions regarding the investment, reinvestment, holding or disposition of any of the Collateral or other assets held by Borrower shall be made by Ares Strategic Income Fund in its capacity as investment adviser to the Borrower. No Replacement Servicer shall have any right to act hereunder except to perform the Servicing Duties. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement) (collectively, the “Servicing Duties”):
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the BorrowerCollateral;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement Agreement, and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of such Collateral Loan Asset by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans Assets and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;; and
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral LoanAsset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Ares Strategic Income Fund)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery occurrence of a Servicer Removal NoticeCollateral Manager Termination Event, but subject to the terms of this Agreement (including including, without limitation, Section 11.04 and Article VI6.04), the Servicer Collateral Manager has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including (A) communicating with Obligors, (B) negotiating and executing amendments, restatements, supplements and other modifications (including, without limitation, in respect of restructuring agreements, prepackaged plans and other documents related to restructuring arrangements), (C) negotiating and providing consents and waivers, exercising voting rights, (D) enforcing and collecting on the Collateral and (E) otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the CustodianAgent) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request request; provided that the Borrower acknowledges that certain information contained in accordance with such reports relies upon the requirements accuracy and delivery of this Agreement reports and which can be obtained without any undue burden or expenseinformation from Obligors pursuant to their reporting obligations under Loan Agreements;
(iii) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, Lender and the Collateral Agent or the CustodianAgent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with (to the requirements of this Agreement and which can extent, if relating to information to be obtained without any undue burden or expensefrom an Obligor, such information is reasonably available and would not violate confidentiality restrictions);
(v) identifying maintaining and updating the Underwriting File with respect to Loan Assets and promptly delivering (or providing online access) to the Administrative Agent, each Lender and the Collateral Loan in its internal servicing Agent, from time to time, updates of all information and reports contained therein, together with such related information and records as the Administrative Agent, each Lender or the Collateral Agent may from time to reflect the ownership of such Collateral Loan by the Borrowertime reasonably request;
(vi) identifying each Loan Asset clearly and unambiguously in accordance with its servicing records to reflect that such Loan Asset has been Transferred to and is owned by the requirements of Borrower and that the Borrower is Transferring a security interest therein to the Secured Parties pursuant to this Agreement, ;
(vii) notifying the Administrative Agent and each Lender following notice or discovery thereof, of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(viiviii) notifying the Administrative Agent and each Lender of any material change to the Collateral Management Standard;
(ix) notifying the Administrative Agent and each Lender of any material change to the Collateral Management Standard;
(x) maintaining the perfected first priority security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viiixi) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportCollateral Management Report in accordance with Section 2.04;
(ixxii) assisting maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral; provided that, so long as the Collateral Manager is in possession of any Required Loan Documents, the Collateral Manager will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(xiii) directing the Collateral Agent to make payments pursuant to the terms of the Collateral Management Report in accordance with Section 2.04;
(xiv) (A) directing the sale of Warranty Loan Assets pursuant to Section 2.07(b) and (B) at all times while Brightwood SPV Advisors, LLC or an Affiliate thereof remains the Collateral Manager, otherwise directing the sale of Collateral in accordance with Section 2.07;
(xv) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxvi) instructing the Obligors and or the administrative agents relevant agents, as the case may be, on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixvii) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the CustodianCollateral Agent;
(xiixviii) taking all actions necessary in establishing the Assigned Value; and
(xix) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Brightwood Capital Corp I)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including including, Section 11.04 and Article VI6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including including, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Collateral Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset in its internal servicing records to reflect the ownership of such Collateral Loan Asset by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(vii) maintaining the Loan File with respect to Loan Assets included as part of the Collateral;
(viii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ix) assisting directing the sale or substitution of Collateral in accordance with Section 2.07;
(x) providing advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xixii) delivering assignments the Loan Files and promissory notes a Loan Asset Schedule to the Collateral Custodian;
(xiixiii) preparing and delivering to the Borrower, the Collateral Agent and the Administrative Agent on each Measurement Date a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of such Measurement Date; and
(xiv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Underlying Instruments has the right to do so.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Apollo Debt Solutions BDC)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) preparing and submitting claims to Obligors on each Collateral Loan; ‑132‑ FILENAME
(iii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenseCollateral;
(iiiiv) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(ivv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent Administrator or the CustodianCollateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Collateral Administrator or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(vvi) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Agreement;
(vivii) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(viiviii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viiiix) with respect to each Collateral Loan included as part of the Collateral, making copies of the Related Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hours;
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date ReportReport in accordance with the Priority of Payments;
(ixxi) assisting directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoans;
(xxiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained Account; ‑133‑ FILENAME
(xiv) cooperating with the Collateral Agent;Administrator in preparing the Monthly Reports and Payment Date Reports and in its other duties hereunder and under the Collateral Administration Agreement in the manner and at the times required hereunder and under the Collateral Administration Agreement; and
(xi) delivering assignments and promissory notes to the Custodian;
(xiixv) complying with such other duties and responsibilities as may be required of the Servicer Collateral Manager by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer Collateral Manager acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents Documents, it has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to, following the occurrence and during the continuance of an Event of Default, monitor and administer the Collections and to service, administer perform its duties and collect on responsibilities under this Agreement and the Collateral from time to timeother Transaction Documents, all in accordance with this Agreement and the other Transaction Documents, Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):
following: (i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral received from the Loan Parties, or following the occurrence and continuance of an Event of Default, and providing such reports records to the Administrative Agent and each Lender (together with a copy such other information with respect to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its the Servicer’s performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender Majority Lenders may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
request; (iiiii) maintaining and implementing administrative and operating procedures (including an ability to recreate create servicing records received evidencing the Collateral in the event of the destruction of the originals thereofCollateral) and keeping and maintaining all documents, books, records and other information or pursuant to this Agreement reasonably necessary or advisable for the collection of the Collateral;
; (iviii) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the CustodianLenders, from time to time, such information and servicing records (to the extent received by the Servicer, including information relating to its the Servicer’s performance under this Agreement) ), as the Administrative Agent, each Lender, the Custodian or the Collateral Agent any Lender may from time to time reasonably request request; (iv) identifying each Portfolio Asset clearly and unambiguously in accordance with the requirements of this Agreement its records to reflect that such Portfolio Asset has been Transferred and which can be obtained without any undue burden or expense;
is owned by a Loan Party; (v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender Lenders of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Portfolio Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B) that could reasonably be expected to have a Material Adverse Effect;
(viivi) maintaining the perfected first priority security interest (subject to Permitted Liens) of the Collateral Administrative Agent, for the benefit of the Secured Parties, in the Collateral;
Collateral to the extent required by the Transaction Documents; (viiivii) directing the Collateral Agent to make payments pursuant to the terms of hereof, directing the Payment Date Report;
(ix) assisting Administrative Agent to direct the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans Account Bank to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X Section 2.09; (viii) following the occurrence and during the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than continuance of an Event of Default, if directed by the Borrower or Majority Lenders, instructing the Servicer acts as lead agent with respect Obligors, on the Portfolio Assets to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.make
Appears in 1 contract
Sources: Loan and Servicing Agreement (White Mountains Insurance Group LTD)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Noticeapplicable law, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the CollateralServicing Standard. Without limiting the foregoing, the duties of the Servicer Servicers shall include include, but shall not be limited to, the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting obligors on the each Collateral and otherwise managing the Collateral on behalf of the BorrowerAsset (for which no administrative or similar agent exists);
(ii) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral usual and customary record retention and backup protocols in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and the Borrower is granting a security interest therein to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened in writing to be asserted by an Obligor obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;; and
(vii) maintaining the first priority, perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent subject to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
(xii) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing StandardPermitted Liens. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer any party to this Agreement acts as lead agent with respect to any Collateral LoanAsset, the Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents related loan syndication Underlying Instruments, it has the right to do so.
Appears in 1 contract
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral each Loan (for which no administrative or similar agent exists) on behalf of the Borrower;
(ii) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, Agent and the Collateral Agent or the Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is granting a security interest therein to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) [reserved];
(viii) maintaining the first priority, perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(viii) directing the Collateral Agent subject to make payments pursuant to the terms of the Payment Date ReportPermitted Liens;
(ix) assisting so long as ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC or one of its Affiliates is the Borrower Collateral Manager and to the extent that such Loan Files are not held by the Document Agent,(1) maintaining the Loan File(s) (including any updates or amendments thereto) with respect to the purchase and sale Loans included as part of and payment for the Collateral Loans on a Platform; provided that, upon the occurrence and Eligible Investmentsduring the continuance of an Event of Default or a Collateral Manager Termination Event, the Administrative Agent may request the Loan File(s) to be sent to the Administrative Agent or its designee;
(x) instructing the Obligors and the administrative agents on so long as ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC or one of its Affiliates is the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes Manager, to the Custodian;
(xii) complying with extent that such other duties and responsibilities as may be required of Loan Files are not held by the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent Document Agent, with respect to any each Loan included as part of the Collateral, and (2) making the Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.Manager during normal business hours;
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral each Loan (for which no administrative or similar agent exists) on behalf of the Borrower;
(ii) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, Agent and the Collateral Agent or the Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is granting a security interest therein to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) [reserved];
(viii) maintaining the first priority, perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the CollateralCollateral subject to Permitted Liens;
(viiiix) so long as ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC or one of its Affiliates is the Collateral Manager and to the extent that such Loan Files are not held by the Document Agent, maintaining the Loan File(s) with respect to Loans included as part of the Collateral; provided that, upon the occurrence and during the continuance of an Event of Default or a Collateral Manager Termination Event, the Administrative Agent may request the Loan File(s) to be sent to the Administrative Agent or its designee;
(x) so long as ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC or one of its Affiliates is the Collateral Manager, to the extent that such Loan Files are not held by the Document Agent, with respect to each Loan included as part of the Collateral, making the Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hours;
(xi) directing the Collateral Agent Custodian to make payments pursuant to the terms of instructions set forth in the latest Quarterly Payment Date Report;
(ixReport in accordance with Section 2.7 and Section 2.8 and preparing such other reports as required pursuant to Section 5.1(q) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;Section 6.8; and
(xii) complying with such preparing the Quarterly Payment Date Reports and in its other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting hereunder in the acquisition manner and sale of Collateral Loans and other Collateral in accordance with Article X and at the Servicing Standardtimes required hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Servicer Collateral Manager acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents related loan syndication Underlying Instruments, it has the right to do so.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
Duties. The Servicer Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Collateral Management Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer Collateral Manager shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateralpreparing and submitting claims to, including communicating with Obligorsand acting as post-billing liaison with, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting Obligors on the Collateral and otherwise managing the Collateral each Loan (for which no administrative or similar agent exists) on behalf of the Borrower;
(ii) maintaining all necessary servicing records and reports with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(iv) promptly delivering to the Administrative Agent, each Lender, Agent and the Collateral Agent or the Custodian, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(v) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect the ownership of that such Collateral Loan is owned by the BorrowerBorrower and that the Borrower is granting a security interest therein to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) [reserved];
(viii) maintaining the first priority, perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the CollateralCollateral subject to Permitted Liens;
(viiiix) so long as ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC or one of its Affiliates is the Collateral Manager (1) maintaining the Loan File(s) (including any updates or amendments thereto) with respect to Loans included as part of the Collateral on a Platform; provided that, upon the occurrence and during the continuance of an Event of Default or a Collateral Manager Termination Event, the Administrative Agent may request the Loan File(s) to be sent to the Administrative Agent or its designee and (2) making the Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hours;
(x) [reserved];
(xi) directing the Collateral Agent Custodian to make payments pursuant to the terms of instructions set forth in the latest Quarterly Payment Date Report;
(ixReport in accordance with Section 2.7 and Section 2.8 and preparing such other reports as required pursuant to Section 5.1(q) assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;Section 6.8; and
(xii) complying with such preparing the Quarterly Payment Date Reports and in its other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting hereunder in the acquisition manner and sale of Collateral Loans and other Collateral in accordance with Article X and at the Servicing Standardtimes required hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Servicer Collateral Manager acts as lead agent with respect to any Collateral Loan, the Servicer Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the applicable Related Documents related loan syndication Underlying Instruments, it has the right to do so.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the Collateral, including communicating with Obligors, negotiating and executing on behalf of the Borrower amendments, restatements, supplements and other modifications (including, without limitation, in respect of restructuring agreements, prepackaged plans and other documents related to restructuring arrangements), negotiating and providing on behalf of the Borrower consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) preparing and submitting claims to, and acting as post-billing liaison with, Obligors on each Loan (for which no administrative or similar agent exists);
(iii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender Agent USActive 57833767.7 (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any each Lender Agent may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iiiiv) maintaining and implementing administrative and operating procedures (including including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(ivv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each LenderLender Agent, the Custodian Collateral Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrowerrequest;
(vi) identifying each Loan clearly and unambiguously in accordance with its servicing records to reflect that such Loan is owned by the requirements of Borrower and that the Borrower is pledging a security interest therein to the Secured Parties pursuant to this Agreement, ;
(vii) notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(viiviii) maintaining using its commercially reasonable efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(viiiix) maintaining the Servicing File(s) with respect to Loans included as part of the Collateral; provided that, so long as the Servicer is in possession of any originals of the documents in the Servicing File, the Servicer will hold such originals in a fireproof safe or fireproof file cabinet; provided further that, upon the occurrence of a Termination Event or the occurrence and continuation of an Unmatured Termination Event, the Administrative Agent may request the Servicing File(s) to be sent to the Administrative Agent or its designee;
(x) with respect to each Loan included as part of the Collateral, making the Servicing File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Servicer during normal business hours (no more than once in any fiscal year when no Termination Event is in existence);
(xi) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report;
(ix) assisting the Borrower Servicing Report in accordance with respect to the purchase Section 2.7, Section 2.8 and sale of and payment for the Collateral Loans and Eligible Investments;
(x) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account established and maintained with the Collateral Agent;
(xi) delivering assignments and promissory notes to the Custodian;
Section 2.9; USActive 57833767.7 (xii) complying with such other duties and responsibilities as may be required of directing the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale or substitution of Collateral Loans in Section 2.17, Section 2.18 and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Servicer acts as lead agent with respect to any Collateral Loan, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents has the right to do so.Section 2.19;
Appears in 1 contract
Sources: Loan and Servicing Agreement (North Haven Private Income Fund LLC)
Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;
(ii) maintaining all necessary servicing records with respect to the Collateral Portfolio, including without limitation the Records, and providing such reports records to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expenserequest;
(iii) maintaining and implementing administrative and operating procedures (including without limitation an ability to recreate servicing records evidencing the Collateral Portfolio, including without limitation the Records, in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the CollateralCollateral Portfolio, including without limitation the Records;
(iv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or and the Custodian, Collateral Custodian from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian Collateral Agent or the Collateral Agent Custodian may from time to time reasonably request in accordance with request, including without limitation the requirements of this Agreement and which can be obtained without any undue burden or expenseRecords;
(v) identifying each Collateral Loan Asset clearly and unambiguously in its internal servicing records records, including without limitation the Records, to reflect the ownership of that such Collateral Loan Asset is owned by the BorrowerBorrower and that the Borrower has granted a perfected security interest therein to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement;
(vi) in accordance with the requirements of this Agreement, notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (A1) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan Asset (or portion thereof) of which it has actual knowledge or has received notice; or (B2) that could reasonably be expected to have a Material Adverse Effect;
(vii) maintaining providing prompt written notice to the Administrative Agent, prior to the effective date thereof, of any proposed changes in the Credit Policy;
(viii) using its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(viiiix) maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;
(x) directing the Collateral Agent Bank to make payments pursuant to the terms of the Payment Date ReportServicing Report in accordance with Section 2.04;
(ixxi) assisting directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;
(xii) providing administrative assistance and advice to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans and Eligible InvestmentsLoan Assets;
(xxiii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral AgentBank;
(xixiv) delivering assignments the Loan Asset Files and promissory notes the Loan Asset Schedule to the Collateral Custodian;; and
(xiixv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Loans and other Collateral in accordance with Article X and the Servicing Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor (so long as the Transferor is also the Servicer) or the Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the applicable Related Documents related loan syndication Loan Agreements has the right to do so. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related Loan Agreements; provided that the Servicer shall (a) provide prompt written notice to the Administrative Agent upon becoming aware of such conflict or breach, (b) have determined that there is no other commercially reasonable performance that it could render consistent with the express terms of the Loan Agreements which would result in all or a portion of the servicing duties being performed in accordance with this Agreement, and (c) undertake all commercially reasonable efforts to mitigate the effects of such non-performance including performing as much of the servicing duties as possible and performing such other commercially reasonable and/or similar duties consistent with the terms of the Loan Agreements.
Appears in 1 contract