Duties. The 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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; (iv) maintaining and implementing administrative and operating procedures (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; (v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request; (vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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; (vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect; (viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral; (ix) 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 Report in accordance with the Priority of Payments; (xi) 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 the Collateral Loans; (xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account; (xiv) cooperating with the Collateral 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 (xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.
Appears in 7 contracts
Sources: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Duties. The Collateral Manager 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the following: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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Custodian or the Collateral Agent may from time to time reasonably requestrequest 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) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by accordance with the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit requirements 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 (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it 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 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 Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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) preparing maintaining all necessary records and submitting claims reports with respect to Obligors on each the Collateral Loanand providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iii) maintaining all necessary servicing records with respect to the Collateral;
(iv) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(vii) 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) maintaining 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;
(ix) 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 Collateral Loan included as part of the Collateral, making copies of the Related Documents Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hours;hours in accordance with and subject to the terms of Section 5.3(d)(ii); and
(xxi) directing the Collateral Agent Custodian to make payments pursuant to the terms of instructions set forth in the Payment Date Report latest Borrowing Base Certificate in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.7 and sale of the Collateral Loans;
(xiii) instructing the Obligors Section 2.8 and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities reports as required of the Collateral Manager by this Agreementpursuant to Section 6.8. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documentsrelated 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 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral 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 Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 hourshours in accordance with Section 5.03(d);
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Monthly Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) 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;
(xiv) preparing the Monthly Reports and cooperating with the Collateral 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; andhereunder;
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement; and
(xvi) with respect to each Loan proposed to be acquired by the Borrower, providing a Loan Checklist and Related Documents to the Document Custodian (with an electronic copy provided to the Administrative Agent prior to any Advance, the proceeds of which 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 Collateral Manager 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 Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related 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 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 Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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) preparing maintaining all necessary records and submitting claims reports with respect to Obligors on each the Collateral Loanand providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iii) maintaining all necessary servicing records with respect to the Collateral;
(iv) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging granting a security interest therein Lien thereon to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(vii) 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) maintaining 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;
(ix) 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 Collateral Loan included as part of the Collateral, making copies of the Related Documents 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
(xxi) directing the Collateral Agent Custodian to make payments pursuant to the terms of instructions set forth in the Payment Date Report latest Borrowing Base Certificate in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.7 and sale of the Collateral Loans;
(xiii) instructing the Obligors Section 2.8 and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities reports as required of the Collateral Manager by this Agreementpursuant to Section 6.8. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documentsrelated 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 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 Collateral Management Manager Standard. Subject to the terms of this Agreement (including Section 11.04 and Article VI), the 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 Collateral Manager shall include the 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 CollateralCollateral 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 and which can be obtained without any undue burden or expense pursuant to the Related Documents;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Custodian or the Collateral Agent may from time to time reasonably requestrequest and which can be obtained without any undue burden or expense pursuant to the Related Documents;
(viv) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect that the ownership of such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 ;
(2vii) that could reasonably be expected to have a Material Adverse Effect[reserved];
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) 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;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the 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 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 Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it 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 Collateral Manager 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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 and which can be obtained without any undue burden or expense;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator each Lender, Custodian or the Collateral Agent may from time to time reasonably requestrequest and which can be obtained without any undue burden or expense;
(viv) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect that the ownership of such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it 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 Collateral Manager 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 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral 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 request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(v) identifying each Loan Asset in its internal servicing records to reflect the ownership of such Loan Asset by the applicable Loan Party;
(vi) identifying each Collateral Loan clearly and unambiguously in using its servicing records best efforts to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ixvii) maintaining the Loan File with respect to each Collateral Loan Assets 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.07;
(xiix) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xii) delivering the Loan Files and a Loan Asset Schedule to the Collateral Custodian;
(xiii) 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) cooperating with directing the Collateral Administrator Agent to convert amounts denominated in preparing the Monthly Reports and Payment Date Reports and in its any Eligible Currency to any other duties hereunder and under the Collateral Administration Agreement in the manner and at the times required hereunder and under the Collateral Administration AgreementEligible Currency for any permitted purpose hereunder; and
(xv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative 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 may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower Seller and that the Borrower Seller is pledging a security selling an undivided ownership interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could is reasonably be expected to have a Material Adverse Effect;
(vii) 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) maintaining 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;
(ix) maintaining in the same manner as the Collateral Custodian holds the Required Asset Documents, the Asset File (other than Required Asset Documents) with respect to each Collateral Loan Asset 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;; and
(x) directing the Collateral Agent to Servicer shall make payments pursuant to the terms of the Payment Date Monthly Report in accordance with Section 2.9 and Section 2.10 (the Priority of Payments;
(xi) directing parties hereto acknowledging that 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents Turbo Period has commenced on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the following:following (it being understood that the following shall not be construed to expand the scope of any express covenant of the Collateral 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 Obligors, or if applicable, the administrative agents on the Collateral Assets, on each Collateral LoanAsset;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;:
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans Assets to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the 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
(xi) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager 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 Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent and each Purchaser 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 and each Purchaser Agent may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Purchaser Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator each Purchaser Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower Seller and that the Borrower Seller is pledging a security selling an undivided ownership interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender Purchaser Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could is reasonably be expected to have a Material Adverse Effect;
(vii) 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) maintaining 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;
(ix) maintaining in the same manner as the Collateral Custodian holds the Required Asset Documents, the Asset File (other than Required Asset Documents) with respect to each Collateral Loan Asset 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;; and
(x) directing the Collateral Agent to Servicer shall make payments pursuant to the terms of the Payment Date Monthly Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.9 and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 occurrence of a Servicer Termination Event, subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio and providing such reports to the Administrative Agent 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 may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) 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 (1or 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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) 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 and/or the Account Bank to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with Section 2.04;
(x) directing the Priority sale or substitution of PaymentsCollateral Portfolio in accordance with Section 2.07;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xiii) delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral Custodian;
(xiv) cooperating with ensuring any third party consents required to transfer record ownership of any Eligible Loan Asset to the Collateral Administrator in preparing Borrower are obtained on or prior to the Monthly Reports and Payment Cut-Off 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 Agreementof such Eligible Loan Asset; and
(xv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. For the avoidance of doubt, on each Measurement Date, the Servicer (on behalf of the Borrower) shall re-determine the status of each Eligible Loan Asset as of such calculation date and provide notice of any change in the 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 (ii) Collateral Obligations that were previously not Eligible Loan Assets on a prior Measurement Date may (with the consent of the Administrative Agent pursuant to an Approval Notice) be included in the calculation 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 4 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 Collateral Manager 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 occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral 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, the Backup Servicer or any Lender Agent may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender Agent, the Account Bank, the Collateral Custodian, the Backup Servicer, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent Agent, the Backup Servicer and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) 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;
(ix) maintaining the Loan Asset File with respect to each Collateral Loan Assets included as part of the CollateralCollateral Portfolio; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xi) directing the acquisition, sale or substitution of Collateral Portfolio in accordance with Article XSection 2.07;
(xii) providing assistance to the Borrower with respect to the purchase Contribution of and sale of payment for the Collateral LoansLoan Assets;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xiv) cooperating with delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral Administrator Custodian;
(xv) taking all actions necessary in preparing establishing the Monthly Reports Advance Date Assigned Value, Updated Assigned Value, and Payment Date Reports 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 its other duties hereunder and under the Collateral Administration Agreement in the manner and at the times required hereunder and under the Collateral Administration Agreementaccordance with Section 6.02(d) below; and
(xvxvi) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all reasonably necessary servicing records with respect to the CollateralCollateral and providing such reports, information and servicing records to the Administrative Agent and Collateral Custodian in respect of the servicing of the Collateral (including information relating to the Servicerβs performance under this Agreement) as may be required hereunder or as the Borrower, the Administrative Agent and the Collateral Custodian may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(viiv) identifying each Collateral Loan Receivable clearly and unambiguously in its servicing records to reflect that such Collateral Loan Receivable is owned by the Borrower and that the Borrower is pledging has granted a security interest therein to the Collateral Administrative Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viiv) notifying the Borrower and the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) that is is, or is to the Servicerβs 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) 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) 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 Custodian to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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. 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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 and which can be obtained without any undue burden or expense;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Custodian or the Collateral Agent may from time to time reasonably requestrequest and which can be obtained without any undue burden or expense;
(viv) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect that the ownership of such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) instructing the Obligors and and/or the administrative agents agents, as applicable, on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it 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 Collateral Manager 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 occurrence of an Event of Default, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Borrower has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Borrower shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent and each Lender 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; provided that the Borrower acknowledges that certain information contained in such reports relies upon the accuracy and delivery of reports and information from Obligors pursuant to their reporting obligations under Loan Agreements;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, 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, or the Collateral Administrator Agent may from time to time reasonably request (to the extent, if relating to information to be obtained from an Obligor, such information is reasonably available and would not violate confidentiality restrictions);
(v) 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 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 time reasonably request;
(vi) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset has been Transferred to and is owned by the Borrower and that the Borrower is pledging Transferring a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) 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 (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) 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;
(ixx) maintaining the Loan Asset File with respect to each Collateral Loan Assets 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;
(xxi) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xixii) (A) directing the acquisition, sale of Warranty Loan Assets pursuant to Section 2.06(c) and (B) directing the sale or substitution of Collateral in accordance with Article XSection 2.06;
(xiixiii) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixiv) 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;
(xivxv) cooperating with delivering the Loan Asset Files to the Custodian pursuant to the Custodial Agreement and the Loan Asset Schedule to the Collateral Administrator Agent;
(xvi) taking all actions necessary in preparing establishing 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 AgreementAssigned Value; and
(xvxvii) complying with such other duties and responsibilities as may be required of the Collateral Manager Borrower by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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. (i) The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 of claims to to, and post-billing liaison with, Obligors on each Collateral LoanAsset;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent and each Purchaser Agent and the 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 and each Purchaser Agent may reasonably request;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each LenderPurchaser Agent, the Collateral Administrator Backup Servicer, or the Collateral AgentTrustee, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator each Purchaser Agent or the Collateral Agent Trustee may from time to time reasonably request;
(vi) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower Seller and that the Borrower Seller is pledging Granting a security interest therein to the Collateral Agent (Trustee for the benefit of the Secured Parties) 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 (1) 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 (2) that could is reasonably be expected to have a Material Adverse Effect;
(viii) 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;
(ixx) maintaining the Loan File with respect to each Collateral Loan Assets included as part of the Collateral, making copies provided that so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hours;in a fireproof safe or fireproof file cabinet; and
(xxi) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.10 and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all reasonably necessary servicing records with respect to the CollateralCollateral and providing such reports, information and servicing records to the Administrative Agent, the Backup Servicer and 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, the Backup Servicer or the Trustee may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(viiv) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Agent (Trustee for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viiv) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) that is is, or is to the Servicerβs 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) 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;
(ixviii) maintaining the Servicing Files with respect to each Collateral Loans; provided that so long as the Servicer is in possession of any Required Loan included as part of File or Servicing File, 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;Servicer will hold such Required Loan File or Servicing File in a fire resistant safe or fire resistant file cabinet; and
(xix) directing the Collateral Agent Collection Account Bank to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.7 and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral and providing such reports to the Administrative Agent (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 request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously Asset in its internal servicing records to reflect that the ownership of such Collateral Loan is owned Asset by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ixvii) maintaining the Loan File with respect to each Collateral Loan Assets included as part of the Collateral; provided that, making copies if the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by in a fireproof safe or fireproof file cabinet, except while such Required Loan Documents are in the Administrative Agent, upon reasonable notice, at the offices process of being delivered to or received from the Collateral Manager during normal business hoursCustodian;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.07;
(xiix) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxii) cooperating with delivering the Loan Files and a Loan Asset Schedule to the Collateral Administrator in Custodian;
(xiii) preparing and delivering to the Monthly Reports and Payment Date Reports and in its other duties hereunder and under Borrower, the Collateral Administration Agreement in Agent and the manner and at Administrative Agent on each Measurement Date a Borrowing Base Certificate setting forth the times required hereunder and under calculation of the Collateral Administration AgreementBorrowing Base as of such Measurement Date; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio and providing such reports, information and servicing records to the Administrative Agent and each Lender (with a copy to the Collateral 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 reasonably requested hereunder or as the Administrative Agent or any Lender may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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) 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 and/or the Account Bank to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with Section 2.04;
(x) directing the Priority sale or substitution of PaymentsCollateral Portfolio in accordance with Section 2.07;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxiii) cooperating with delivering the Required Loan Documents, the Loan Asset Files, the Loan Asset Checklist and the Loan Tape to the Collateral Administrator in preparing the Monthly Reports and Payment Date Reports and in its other duties hereunder and under Custodian or the Collateral Administration Agreement Administrator, in the manner and at the times required hereunder and under the Collateral Administration Agreementaccordance with Article XII; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it related loan syndication Loan Agreements has the right to do so.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (AMG Comvest Senior Lending Fund), Loan and Servicing Agreement (AMG Comvest Senior Lending Fund), Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Duties. The Collateral Manager 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 Collateral Management StandardTransaction 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 Required Holders or in the absence of its own gross negligence or willful misconduct. The Collateral Manager Agent shall include be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the following:
Collateral Agent by the Company or an Investor, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) supervising any statement, warranty or representation made in 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 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, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on or (vi) the Collateral and otherwise managing the Collateral on behalf satisfaction 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;
(iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral any condition set forth 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) any Transaction Document. The entity serving as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously generally engage in its servicing records to reflect that such Collateral Loan is owned by any kind of business with the Borrower and that Company or any Subsidiary of the Borrower is pledging a security interest therein to 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 (who may be counsel for the benefit of the Secured Parties) pursuant to this Agreement;
(vii) notifying the Administrative Agent Company), independent accountants and each Lender of other experts selected by it, and shall not be liable for any material action, suit, proceeding, dispute, offset, deduction, defense action taken or counterclaim (1) that is or is threatened to be asserted not taken by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received notice; or (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report in accordance with the Priority advice of Payments;
(xi) directing the acquisitionany such counsel, sale accountants or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender Agent, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the CollateralCollateral Portfolio;
(ixviii) except to the extent held by the Collateral Custodian in accordance with Section 12.02(b), maintaining the Loan Asset File with respect to each Collateral Loan Assets included as part of the CollateralCollateral Portfolio; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(xix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xix) directing the acquisition, sale or substitution of Collateral Portfolio in accordance with Article XSection 2.07;
(xiixi) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxiii) cooperating with delivering the Loan Asset Files and the Loan Tape to the Collateral 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 AgreementCustodian; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager 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 Collateral Manager Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documentsrelated 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 Collateral Manager 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 occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio and providing such reports to the Administrative Agent and each Lender 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, Agent and each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or the Collateral Agent and each Lender may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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;
(ixviii) maintaining the Loan Asset File with respect to each Collateral Loan Assets included as part of the CollateralCollateral Portfolio; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(xix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with Section 2.04;
(x) directing the Priority sale or substitution of PaymentsCollateral Portfolio in accordance with Section 2.07;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxiii) cooperating with delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral 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 AgreementCustodian; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoingforegoing (and, in all cases, subject to Section 6.02(b)), the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary managing and servicing records with respect to the CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly within a reasonable period of time following any request, delivering to the Administrative Agent, each LenderLender Agent, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender Agent, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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;
(ixviii) except to the extent held by the Collateral Custodian in accordance with Section 12.02(b), maintaining the Loan Asset File with respect to each Collateral Loan Assets included as part of the CollateralCollateral Portfolio; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(xix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xix) directing the acquisition, sale or substitution of Collateral Portfolio in accordance with Article XSection 2.07;
(xiixi) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxiii) cooperating with delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral 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 AgreementCustodian; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent and each Purchaser 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 and each Purchaser Agent may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Purchaser Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator each Purchaser Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower applicable Seller and that the Borrower is pledging a security interest therein pledged to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender Purchaser Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could is reasonably be expected to have a Material Adverse Effect;
(vii) 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) maintaining 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;
(ix) maintaining in the same manner as the Collateral Custodian holds the Required Loan Documents, the Loan File (other than Required Loan Documents) 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;; and
(x) directing the Collateral Agent to Servicer shall make payments pursuant to the terms of the Payment Date Monthly Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender Agent, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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;
(ixviii) maintaining the Loan Asset File with respect to each Collateral Loan Assets included as part of the CollateralCollateral Portfolio; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(xix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xix) directing the acquisition, sale or substitution of Collateral Portfolio in accordance with Article XSection 2.07;
(xiixi) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxiii) cooperating with delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral 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 AgreementCustodian; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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. The Collateral Manager 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 Standard and to take the actions of the Portfolio Asset Servicer under this Agreement and the other Transaction Documents. Prior to the occurrence of a Servicer Termination Event with respect to the Portfolio Asset Servicer, but subject to the terms of this Agreement (including Section 8.04), 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Portfolio Asset Servicer shall include the following, without duplication of any actions taken by the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral received from the Underlying Agents and providing such records to the Administrative Agent and each Lender (with a copy to the Collateral Custodian and the Calculation Agent) together with such other information with respect to the Collateral (including information relating to the Portfolio Asset Servicerβs performance under this Agreement) as may be required hereunder or as the Administrative Agent or the Majority Lenders may reasonably request;
(ivii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viii) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Calculation Agent or the Collateral AgentCustodian, 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 Servicerβs performance under this Agreement) , as the Administrative Agent, the Collateral Administrator Calculation Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viiv) identifying each Collateral Loan Portfolio Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Portfolio Asset has been Transferred and is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties) , pursuant to this Agreement;
(viiv) notifying the Administrative Agent and each Lender the Calculation Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) 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) [reserved];
(ix) 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[reserved];
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.10;
(xiixi) providing assistance to the Borrower with respect to the purchase and sale Sale of and payment for the Collateral LoansPortfolio Assets;
(xiiixii) as provided in Section 8.04(d), instructing the Counterparty Lender, Obligors and the administrative agents Underlying Agents, as applicable, on the Collateral Loans Portfolio Assets to make payments with respect to the related Portfolio Asset directly into the Collection Account;
(xiii) [reserved];
(xiv) cooperating [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 Administrator and administering any Proceeds related thereto in preparing accordance with the Monthly Reports and Payment Date Reports and applicable Underlying Agreements or Participation Agreements, in its other duties hereunder and under each case to the Collateral Administration Agreement in extent such information is provided to the manner and at 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 times required hereunder and under Portfolio Asset Servicer shall seek written instructions from the Collateral Administration AgreementBorrower with respect to such application;
(xix) monitoring all payments made with respect to the Portfolio Assets; and
(xvxx) complying identifying Collections as Principal Collections, Current Income Collections or Excluded Amounts and preparing statements with such other duties respect to Collections and responsibilities segregating Collections, all as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.
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 Collateral Manager 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. 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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 and which can be obtained without any undue burden or expense pursuant to the Related Documents;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Custodian or the Collateral Agent may from time to time reasonably requestrequest and which can be obtained without any undue burden or expense pursuant to the Related Documents;
(viv) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect that the ownership of such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 ;
(2vii) that could reasonably be expected to have a Material Adverse Effect[reserved];
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report in accordance with the Priority of Paymentsrelated Monthly Report;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) 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;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it 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 Collateral Manager 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, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously Asset in its internal servicing records to reflect that the ownership of such Collateral Loan is owned Asset by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ixvii) maintaining the Loan File with respect to each Collateral Loan Assets included as part of the Collateral; provided that, making copies if the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by in a fireproof safe or fireproof file cabinet, except while such Required Loan Documents are in the Administrative Agent, upon reasonable notice, at the offices process of being delivered to or received from the Collateral Manager during normal business hoursCustodian;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.07;
(xiix) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxii) cooperating with delivering the Loan Files and a Loan Asset Schedule to the Collateral Administrator in Custodian;
(xiii) preparing and delivering to the Monthly Reports and Payment Date Reports and in its other duties hereunder and under Borrower, the Collateral Administration Agreement in Agent and the manner and at Administrative Agent on each Measurement Date a Borrowing Base Certificate setting forth the times required hereunder and under calculation of the Collateral Administration AgreementBorrowing Base as of such Measurement Date; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously Asset in its internal servicing records to reflect that the ownership of such Collateral Loan is owned Asset by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ixvii) maintaining the Loan File with respect to each Collateral Loan Assets included as part of the Collateral; provided that, making copies if the Servicer is in possession of any Required Loan Documents (other than in electronic form), the Related Servicer will hold such Required Loan Documents available for inspection by in a fireproof safe or fireproof file cabinet, except while such Required Loan Documents are in the Administrative Agent, upon reasonable notice, at the offices process of being delivered to or received from the Collateral Manager during normal business hoursCustodian;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xiix) directing executing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.07;
(xiix) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xii) delivering the Loan Files and a Loan Asset Schedule to the Collateral Custodian;
(xiii) 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) cooperating with directing the Collateral Administrator Agent to convert amounts denominated in preparing any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder in accordance with this Agreement and 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 Control Agreement; and
(xv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it related loan syndication Underlying Instruments has the right to do so.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (First Eagle Private Credit Fund), Loan and Servicing Agreement (First Eagle Private Credit Fund)
Duties. The Collateral Manager 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, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(v) identifying each Loan Asset in its internal servicing records to reflect the ownership of such Loan Asset by the Borrower;
(vi) identifying each Collateral Loan clearly and unambiguously in using its servicing records best efforts to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ixvii) maintaining the Loan File with respect to each Collateral Loan Assets 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.07;
(xiix) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xii) delivering the Loan Files and a Loan Asset Schedule to the Collateral Custodian;
(xiii) 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) cooperating with directing the Collateral Administrator Agent to convert amounts denominated in preparing the Monthly Reports and Payment Date Reports and in its any Eligible Currency to any other duties hereunder and under the Collateral Administration Agreement in the manner and at the times required hereunder and under the Collateral Administration AgreementEligible Currency for any permitted purpose hereunder; and
(xv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Assets from time to time, all in accordance with Applicable Law Laws, with reasonable care and diligence, and in accordance with the Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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;
(ii1) preparing and submitting of claims to to, and post-billing liaison with, Obligors on each Collateral LoanAsset;
(iii2) maintaining all necessary servicing records with respect to the CollateralAssets and providing such reports to the Administrative Agent and each Purchaser Agent in respect of the servicing of the Assets (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent and each Purchaser Agent may reasonably request;
(iv3) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral Assets 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 CollateralAssets;
(v4) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Purchaser Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator each Purchaser Agent or the Collateral Agent Custodian may from time to time reasonably request;
(vi5) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower Seller and that the Borrower Seller is pledging a security selling an undivided ownership interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(vii6) notifying the Administrative Agent and each Lender Purchaser Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could is reasonably be expected to have a Material Adverse Effect;
(viii7) 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 Assets, on the Seller or on the interests of the Administrative Agent, each Purchaser Agent or any Secured Party;
(8) using its best efforts to maintain the perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the CollateralAssets;
(ix9) maintaining in the same manner as the Collateral Custodian holds the Required Loan Documents, the Loan File (other than Required Loan Documents) 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;Asset; and
(x10) directing the Collateral Agent to Servicer shall make payments pursuant to the terms of the Payment Date Monthly Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.7 and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do soSection 2.8.
Appears in 2 contracts
Sources: Loan Certificate and Servicing Agreement (Capitalsource Inc), Loan Certificate and Servicing Agreement (Capitalsource Inc)
Duties. The Collateral Manager Administrator shall take or cause to be taken all such actions as may be necessary or advisable to serviceperform, administer and collect on behalf of the Collateral from time to time, all in accordance with Applicable Law and the Collateral Management Standard. Without limiting the foregoingSecured Parties, the following duties of the Collateral Manager shall include the followingand obligations:
(i) supervising The Collateral Administrator shall prepare the CollateralMonthly Report in accordance with Section 12.04 and, including communicating in connection with Obligorsany Monthly Report for each month in which a Payment Date occurs, 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;distribute funds in accordance with such Monthly Report in accordance with Section 2.13.
(ii) preparing 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 submitting claims 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 Obligors on each take any action hereunder at the request of the Administrative Agent, any Secured Parties or otherwise if the taking of such action, in the reasonable determination of the Collateral Loan;Administrator, (x) shall be in violation of any applicable Law or contrary to any provisions of this Agreement or (y) shall expose the 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 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) maintaining all necessary servicing records with respect to the Collateral;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each LenderExcept as expressly provided herein, the Collateral Administrator shall not be under any duty or the Collateral Agentobligation to take any affirmative action to exercise or enforce any power, from time right or remedy available to time, such information and servicing records (including information relating to its performance it under this AgreementAgreement that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it and (x) as unless and until (and to the extent) expressly so directed by the Administrative AgentAgent and (y) in any event, it shall only be required to do so prior to the Maturity Date (and upon such occurrence, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report shall act in accordance with the Priority written instructions of Payments;
the Administrative Agent pursuant to clause (xi) directing the acquisitionx)). The Collateral Administrator shall not be liable for any action taken, sale suffered or substitution of Collateral omitted by it in accordance with Article X;
(xii) providing assistance the request or direction of any Secured Party, to the Borrower with respect extent that this Agreement provides such Secured Party the right to so direct the purchase and sale 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 Loans;
(xiii) instructing the Obligors and the administrative agents on Administrator has actual knowledge of such matter or written notice thereof is received by the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do soAdministrator.
Appears in 2 contracts
Sources: Credit Agreement (HPS Corporate Lending Fund), Credit Agreement (HPS Corporate Lending Fund)
Duties. The 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities and taking such other actions as required of the 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
(xi) directing the Account Bank to convert amounts denominated in any 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 Collateral Manager 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 Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it 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 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the following:following (it being understood that the following shall not be construed to expand the scope of any express covenant of the Collateral 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 Obligors, or if applicable, the administrative agents on the Collateral Assets, on each Collateral LoanAsset;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;:
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans Assets to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the 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
(xi) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager 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 Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it 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. (i) The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 of claims to to, and post-billing liaison with, Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent (with a copy to the 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 may reasonably request;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentTrustee, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent Trustee may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging Granting a security interest therein to the Collateral Agent (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 (1) 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 (2) that could is reasonably be expected to have a Material Adverse Effect;
(viii) 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;
(ixx) maintaining the Loan File with respect to each Collateral Loan Loans included as part of the Collateral, making copies provided, that so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hours;in a fireproof safe or fireproof file cabinet; and
(xxi) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.10 and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Advisor Standard. Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Investment Advisor has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Investment Advisor shall include the 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 CollateralCollateral 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 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 and which can be obtained without any undue burden or expense;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Custodian or the Collateral Agent may from time to time reasonably requestrequest and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Asset in its internal records to reflect the ownership of such Collateral Asset by the Borrower;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansAssets and Eligible Investments;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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. 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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 and which can be obtained without any undue burden or expense;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Custodian or the Collateral Agent may from time to time reasonably requestrequest and which can be obtained without any undue burden or expense;
(viv) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect that the ownership of such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) instructing the Obligors and and/or the administrative agents agents, as applicable, on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it Documents has the right to do so.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (KKR FS Income Trust Select), Revolving Credit and Security Agreement (KKR FS Income Trust Select)
Duties. The 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities and taking such other actions as required of the 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
(xi) directing the Account Bank to convert amounts denominated in any 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 Collateral Manager 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 Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent and each Purchaser 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 and each Purchaser Agent may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Purchaser Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator each Purchaser Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower Seller and that the Borrower is pledging a security interest therein pledged to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender Purchaser Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could is reasonably be expected to have a Material Adverse Effect;
(vii) 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) maintaining 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;
(ix) maintaining in the same manner as the Collateral Custodian holds the Required Asset Documents, the Asset File (other than Required Asset Documents) with respect to each Collateral Loan Asset 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;; and
(x) directing the Collateral Agent to Servicer shall make payments pursuant to the terms of the Payment Date Monthly Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.9 and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do soSection 2.10.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Duties. The 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 Collateral Management StandardLaw. Without limiting the foregoing, the duties of the Collateral Manager (on behalf of the Borrower) shall include the following:
(i1) supervising the Collateralselecting, including communicating with Obligorssupervising, executing amendmentsmanaging, providing consents monitoring and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral 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;βs investments in Loans, (E) providing onβgoing monitoring of the Borrowerβs 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
(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 to, and acting as postβbilling liaison with, Obligors on each Collateral LoanLoan (for which no administrative or similar agent exists);
(iii4) maintaining all necessary servicing records and reports with respect to the CollateralCollateral and providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iv5) maintaining and implementing administrative and operating procedures (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
(v6) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, 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, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(vi7) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Administrative Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(vii) 8) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii9) maintaining the first priority, perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(ix10) so long as CM Investment Partners LLC or one of its Affiliates is the Collateral Manager and to the 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 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;
(11) so long as CM Investment Partners LLC or one of its Affiliates is the 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 Collateral Loan included as part of the Collateral, making copies of the Related Documents 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) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral 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 Collateral Management StandardLaw. Without limiting the foregoing, the duties of the Collateral Investment Manager (on behalf of the Borrower) shall include the following:
(i1) supervising the Collateralselecting, including communicating with Obligorssupervising, executing amendmentsmanaging, providing consents monitoring and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral 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;βs investments in Loans, (E) providing on-going monitoring of the Borrowerβs 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
(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 to, and acting as post-billing liaison with, Obligors on each Collateral LoanLoan (for which no administrative or similar agent exists);
(iii4) maintaining all necessary servicing records and reports with respect to the CollateralCollateral and providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iv5) maintaining and implementing administrative and operating procedures (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;
(v6) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, 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, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.
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 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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 to, and acting as post-billing liaison with, Obligors on each Collateral LoanLoan (for which no administrative or similar agent exists);
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral 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 each Lender may reasonably request;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) 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 (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) 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;
(ix) 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 Collateral Management Report in accordance with the Priority of PaymentsSection 2.7, Section 2.8 and Section 2.9;
(xix) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.16 and Section 2.17;
(xiixi) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral Loans;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvxiii) complying with such other duties and responsibilities as may be required of the Collateral Manager by this Agreement. It is acknowledged and agreed for purposes of this Article VI that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documentsrelated loan syndication Underlying Instruments, it has the right to do so.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Franklin BSP Lending Corp), Loan and Servicing Agreement (Business Development Corp of America)
Duties. The 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Lender or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator each Lender or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager 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 Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it 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 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, Agent and each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent each Lender may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Administrative Agent (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 (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining the perfected security interest of the Collateral Administrative Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 hourshours in accordance with Section 5.03(d);
(x) directing the Collateral Administrative Agent to make payments pursuant to the terms of the Payment Date Monthly Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and or the administrative agents and paying agents on the Collateral Loans to make payments directly into the Collection AccountAccount including instructing the related administrative agents and paying agents on the Collateral Loans 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;
(xiv) cooperating with the Collateral 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; andhereunder;
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement; and
(xvi) with respect to each Loan proposed to be acquired by the Borrower, providing a Loan Checklist and Related Documents to the Custodian in accordance with the terms 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 Collateral Manager 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 Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related 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 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the following:following (it being understood that the following shall not be construed to expand the scope of any express covenant of the Collateral 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 Obligors, or if applicable, the administrative agents on the Collateral Assets, on each Collateral LoanAsset;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;:
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans Assets to make payments directly into the applicable Collection AccountAccounts;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the 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
(xi) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager 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 Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it 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 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 Collateral Management Manager Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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) i. preparing and submitting claims to to, and acting as post-billing liaison with, Obligors on each Collateral LoanLoan (for which no administrative or similar agent exists);
(iii) ii. maintaining all necessary servicing records and reports with respect to the CollateralCollateral and providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iv) iii. maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(v) iv. promptly delivering to the Administrative Agent, each Lender, Agent and the Collateral Administrator or the Collateral AgentCustodian, 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, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(vi) v. identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Administrative Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(vii) vi. 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 (1) 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 (2) 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;
(ix. 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 Collateral Loan included as part of the Collateral, making copies of the Related Documents 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
(x) xi. directing the Collateral Agent Custodian to make payments pursuant to the terms of instructions set forth in the latest Payment Date Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.7 and sale of the Collateral Loans;
(xiii) instructing the Obligors Section 2.8 and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities reports as required of the Collateral Manager by this Agreementpursuant 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 Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documentsrelated 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 Collateral Manager 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 Advisor Standard. Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Investment Advisor has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Investment Advisor shall include the following: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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral 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;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent, the Collateral Administrator or the Collateral AgentCustodian, 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, the Collateral Administrator or the Collateral Agent may from time to time reasonably requestrequest 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) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by accordance with the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit requirements 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 (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) instructing the Obligors and and/or the administrative agents (as applicable) on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager 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 Advisor Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager Investment Advisor acts as lead agent with respect to any Collateral Loan, the Collateral Manager Investment Advisor shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it 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 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 Law. Subject to the terms of this Agreement (including, Section 6.04), the Manager has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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 CollateralCollateral and providing such reports to the Administrative Agent (with a copy to the Collateral Agent) in respect of the 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, Agent from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator each Lender or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiiv) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ixvi) to the extent that such Loan File is in the possession of the Manager, maintaining the Loan File with respect to each Collateral Loan Assets 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;
(xvii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Management Report in accordance with the Priority of PaymentsSection 2.04;
(xiviii) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.07;
(xiiix) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiix) 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;
(xiv) cooperating with the Collateral 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 AgreementBorrowing Base as of such Measurement Date; and
(xvxi) complying with such other duties and responsibilities as may be required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral 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 Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related 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 Collateral Manager 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 occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender Agent, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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;
(ixviii) maintaining the Loan Asset File with respect to each Collateral Loan Assets included as part of the CollateralCollateral Portfolio; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(xix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with Section 2.04;
(x) directing the Priority sale or substitution of PaymentsCollateral Portfolio in accordance with Section 2.07;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxiii) cooperating with delivering the Loan Asset Files and the Loan Tape to the Collateral 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 AgreementCustodian; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Standard and to take the actions of the Portfolio Asset Servicer under this Agreement and the other Transaction Documents. Prior to the occurrence of a Servicer Termination Event with respect to the Portfolio Asset Servicer, but subject to the terms of this Agreement (including Section 8.04), 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 Management Standardand 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 Collateral Manager Portfolio Asset Servicer shall include the following, without duplication of any actions taken by the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral received from the Underlying Agents and providing such records to the Administrative Agent and each Lender (with a copy to the Collateral Custodian, Calculation Agent and Initial Lender) together with such other information with respect to the Collateral (including information relating to the Portfolio Asset Servicer's performance under this Agreement) as may be required hereunder or as the Administrative Agent or the Majority Lenders may reasonably request;
(ivii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viii) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Calculation Agent or the Collateral AgentCustodian, 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, the Collateral Administrator or the Collateral Agent Custodian (in each case as directed by the Majority Lenders) may from time to time reasonably request;
(viiv) identifying each Collateral Loan Portfolio Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Portfolio Asset has been Transferred and is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties) , pursuant to this Agreement;
(viiv) notifying the Administrative Agent and each Lender the Calculation Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) 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) [reserved];
(ix) 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[reserved];
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.10;
(xiixi) providing assistance to the Borrower with respect to the purchase and sale Sale of and payment for the Collateral LoansPortfolio Assets;
(xii) 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) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account[reserved];
(xiv) cooperating [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 Administrator and administering any Proceeds related thereto in preparing accordance with the Monthly Reports and Payment Date Reports and applicable Underlying Agreements or Participation Agreements, in its other duties hereunder and under each case to the Collateral Administration Agreement in extent such information is provided to the manner and at 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 times required hereunder and under Portfolio Asset Servicer shall seek written instructions from the Collateral Administration AgreementBorrower with respect to such application;
(xix) monitoring all payments made with respect to the Portfolio Assets; and
(xvxx) complying identifying Collections as Principal Collections, Current Income Collections or Excluded Amounts and preparing statements with such other duties respect to Collections and responsibilities segregating Collections, all as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Carlyle Secured Lending III), Loan and Servicing Agreement (Carlyle Secured Lending III)
Duties. The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio and providing such reports to the Agent (with a copy to the 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 Agent may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Trustee or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent Trustee may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(vii) providing the prompt written notice to the Agent, prior to the effective date thereof, of any proposed changes in the Credit Policy;
(viii) 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;
(ix) maintaining the Loan Asset File with respect to each Collateral Loan Assets included as part of the CollateralCollateral Portfolio; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(x) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xi) directing the acquisition, sale or substitution of Collateral Portfolio in accordance with Article XSection 2.07;
(xii) providing administrative assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Trustee;
(xiv) cooperating with delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral 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 AgreementCustodian; and
(xv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Termination Notice, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio and providing such reports, information and servicing records to the Administrative Agent and each Lender (with a copy to the Collateral 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 reasonably requested hereunder or as the Administrative Agent or any Lender may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously Asset in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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) 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 and/or the Securities Intermediary to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with Section 2.04;
(x) directing the Priority sale or substitution of PaymentsCollateral Portfolio in accordance with Section 2.07;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxiii) cooperating with delivering the Required Loan Documents, the Loan Asset Files, the Loan Asset Checklist and the Loan Tape to the Collateral Administrator in preparing the Monthly Reports and Payment Date Reports and in its other duties hereunder and under Custodian or the Collateral Administration Agreement Administrator, in the manner and at the times required hereunder and under the Collateral Administration Agreementaccordance with Article XII; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 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 Collateral Management Manager Standard. Subject to the terms of this Agreement (including Section 11.04 and Article VI), the 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 Collateral Manager shall include the following: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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral 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;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent, the Collateral Administrator or the Collateral AgentCustodian, 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, the Collateral Administrator or the Collateral Agent may from time to time reasonably requestrequest 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) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by accordance with the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit requirements 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 (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) instructing the Obligors and and/or the administrative agents (as applicable) on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the 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 Collateral Manager Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it 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 Collateral Manager 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 Collateral Management Standard. Without limiting the foregoingTerm, the duties of Master shall, with the Collateral Manager shall include the followingVesselβs officers and crew, 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) preparing and submitting claims to Obligors on each Collateral Loanrender all customary assistance;
(iii) maintaining all necessary servicing records load and discharge LNG and discharge regasified LNG as rapidly as possible when required by Customer or its agents to do so, by night or by day, but always in accordance with respect to Laws of the Collateralplace of loading or discharging (as the case may be) and in each case in accordance with any Laws of the Registry;
(iv) maintaining operate all equipment on board, including the Regasification Equipment, in a safe and implementing administrative proper manner and operating procedures (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 Collateralas required by any Law;
(v) promptly delivering to observe the Administrative Agent, each Lender, the Collateral Administrator orders of Customer or the Collateral Agent, from time to time, such information and servicing records (including information its agents relating to its performance under this Agreement) as employment of the Administrative AgentVessel, the Collateral Administrator or the Collateral Agent may from time including sending of any required notices and keeping full and up to time reasonably requestdate records and logs of voyages;
(vi) identifying each Collateral Loan clearly operate the Vessel and unambiguously in its servicing records the Regasification Equipment as necessary to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein deliver regasified LNG pursuant to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementRegasified LNG Delivery Instructions;
(vii) notifying provide Customer with the Administrative Agent and each Lender data reasonably required by Customer to make any calculations in respect of the performance of the Vessel or the services provided by the Contractor hereunder, including any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) that is or is threatened to be asserted data/documents requested by an Obligor with respect to any Collateral Loan (or portion thereof) of which it has actual knowledge or has received noticeGovernmental Authority; or (2) that could reasonably be expected to have a Material Adverse Effect;and
(viii) maintaining 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 perfected security interest proper stowage of the Collateral Agentcargo and shall keep a strict account of all cargo loaded, for the benefit of the Secured PartiesBoil-Off, in the Collateral;and cargo discharged.
(ixc) with respect Contractor shall at all times during the Term operate, maintain and repair the Regasification Equipment, including procuring any equipment or material required 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;fulfil such obligation.
(xd) directing If Contractor intends to order spray cooling at any time during the Collateral Agent Term, Contractor agrees, if requested by Customer, to make payments 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 Customerβs orders, Contractor shall exercise due diligence to minimise any venting or steam dumping of the Payment Date Report in accordance with the Priority Boil-Off during periods of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all reasonably necessary servicing records with respect to the CollateralReceivables and providing such reports, information and servicing records to the Buyer in respect of the servicing of the Receivables (including information relating to the Servicerβs performance under this Agreement) as the Buyer may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(viiv) identifying each Collateral Loan Receivable clearly and unambiguously in its servicing records to reflect that such Collateral Loan Receivable is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBuyer;
(viiv) notifying the Administrative Agent and each Lender Buyer of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) that is is, or is to the Servicerβs 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) 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;
(ix) Servicing Files 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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 AgreementReceivables; and
(xvviii) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only remitting to the extent that, as a lender under appropriate Governmental Authorities and Obligors any Excluded Amounts from time to time that are held in the Related Documents, it has the right to do soCollection Account.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (CLST Holdings, Inc.), Purchase and Sale Agreement (CLST Holdings, Inc.)
Duties. The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all reasonably necessary servicing records with respect to the CollateralCollateral and providing such reports, information and servicing records to the Administrative Agent and 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 and the Collateral Custodian may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(viiv) identifying each Collateral Loan Receivable clearly and unambiguously in its servicing records to reflect that such Collateral Loan Receivable is owned by the applicable Borrower and that the such Borrower is pledging granting a security interest therein to the Collateral Administrative Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viiv) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) that is is, or is to the Servicerβs 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) 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;
(ixviii) maintaining the Servicing Files 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;Receivables; and
(xix) directing the Collateral Agent Custodian to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.7 and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent thatSection 2.8, as a lender under the Related Documents, it 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 Collateral Manager 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 occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral 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, the Backup Servicer or any Lender Agent may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender Agent, the Account Bank, the Collateral Custodian, the Backup Servicer, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent Agent, the Backup Servicer and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) 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;
(ix) maintaining the Loan Asset File with respect to each Collateral Loan Assets included as part of the CollateralCollateral Portfolio; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xi) directing the acquisition, sale or substitution of Collateral Portfolio in accordance with Article XSection 2.07;
(xii) providing assistance to the Borrower with respect to the purchase Contribution of and sale of payment for the Collateral LoansLoan Assets;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xiv) cooperating with delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral Administrator Custodian;
(xv) taking all actions necessary in preparing establishing the Monthly Reports Advance Date Assigned Value, Updated Assigned Value, and Payment Date Reports 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 its other duties hereunder and under the Collateral Administration Agreement in the manner and at the times required hereunder and under the Collateral Administration Agreementaccordance with Section 6.02(d) below; and
(xvxvi) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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. The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral and providing such reports to the Administrative Agent and each Purchaser Agent (with a copy to the Trustee and the Backup 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 and each Purchaser Agent may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each LenderPurchaser Agent, the Collateral Administrator Trustee or the Collateral AgentBackup Servicer, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Purchaser Agent, the Collateral Administrator Trustee or the Collateral Agent Backup Servicer may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security selling an undivided ownership interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender Purchaser Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(vii) 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) maintaining using its best efforts to maintain the perfected security interest of the Collateral AgentTrustee, for the benefit of the Secured Parties, in the Collateral;
(ix) maintaining the Loan File with respect to each Collateral Loan Loans included as part of the Collateral; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(x) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of Payments;Section 2.9 and Section 2.10; and
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.18 , Section 2.19 and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this AgreementSection 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the following:following (it being understood that the following shall not be construed to expand the scope of any express covenant of the Collateral 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 Obligors, or if applicable, the administrative agents on the Collateral Loans, on each Collateral Loan;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;:
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the 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
(xi) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager 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 Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral 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 and which can be obtained without any undue burden or expense;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent, the Collateral Administrator or the Collateral AgentCustodian, 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 Collateral Administrator or the Collateral Agent may from time to time reasonably requestrequest and which can be obtained without any undue burden or expense;
(viv) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect that the ownership of such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it 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 Collateral Manager shall take (a) During the term of her employment under this Agreement, Employee will perform her duties hereunder at such time or cause to be taken all such actions times as Fuling may reasonably request. Employeeβs duties may be necessary or advisable to service, administer and collect on the Collateral varied by Fuling from time to time, all in accordance with Applicable Law time without violating the terms of this Agreement and the Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the following:
include: (i) supervising preparing the Collateralfinancial statements and notes in FGIβs annual reports, including communicating half-year reports, and quarterly filings (if any) and the corresponding management discussion and analysis; (ii) devoting her best efforts and her entire business time to further properly the interests and revenues of Fuling to the satisfaction of Fuling, (iii) being subject to Fulingβs direction and control at all times with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral respect to her activities 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;
Fuling, (iv) maintaining complying with all rules, orders, regulations, policies, practices and implementing administrative and operating procedures (includingdecisions of Fuling, 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;
(v) promptly delivering to the Administrative Agenttruthfully and accurately maintaining and preserving all records and making all reports as Fuling may require, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreementvi) as the Administrative Agent, the Collateral Administrator or the Collateral Agent fully accounting for all monies and other property of Fuling of which she may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly have custody and unambiguously in its servicing records delivering the same to reflect that such Collateral Loan is owned by the Borrower Fuling whenever 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right however directed to do so.
(b) In performing her duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Fuling. Employee shall perform her duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Fuling and applicable federal, state, and local law.
(c) In performing her duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Fulingβs Board of Directors; and (iii) all policies, procedures, and requirements enacted by Fulingβs Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Fulingβs policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Fuling may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee.
(d) During her employment with Fuling, Employee shall devote her full time, attention, and best efforts to the operations of Fuling and the fulfillment of her duties. Employee agrees that, during her employment with Fuling, she will exercise the highest degree of loyalty and will conduct her duties with the highest degree of care. During her employment with Fuling, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.
Appears in 1 contract
Duties. The Collateral Manager 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 effectiveness of the removal of the Servicer pursuant to Section 6.01(b), but subject to the terms of this Agreement (including, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with USActive 55125247.5 132 respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously Asset in its internal servicing records to reflect that the ownership of such Collateral Loan is owned Asset by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ixvii) maintaining the Loan File with respect to each Collateral Loan Assets included as part of the Collateral; provided that, making copies if the Servicer is in possession of any Required Loan Documents in physical form, the Related Servicer will hold such physical Required Loan Documents available for inspection by in a fireproof safe or fireproof file cabinet, except while such Required Loan Documents are in the Administrative Agent, upon reasonable notice, at the offices process of being delivered to or received from the Collateral Manager during normal business hoursCustodian;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xiix) (x) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
Section 2.07 and executing trade documentation related thereto on behalf of the Borrower and (xiiy) directing the acquisition of Collateral in accordance herewith and executing trade documentation related thereto on behalf of the Borrower; USActive 55125247.5 133 x. providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.
Appears in 1 contract
Sources: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
Duties. The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio, including without limitation the Records, and providing such records to the Administrative Agent (with a copy to 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 may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (including, including without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or Agent and the Collateral Agent, Custodian from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request, including without limitation the Records;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records records, including without limitation the Records, to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging has granted a perfected security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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) 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 Bank to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with Section 2.04;
(x) directing the Priority sale or substitution of PaymentsCollateral Portfolio in accordance with Section 2.07;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing administrative assistance and advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Bank;
(xivxiii) cooperating with delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral 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 AgreementCustodian; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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
Duties. The 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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) preparing maintaining all necessary records and submitting claims reports with respect to Obligors on each the Collateral Loanand providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iii) maintaining all necessary servicing records with respect to the Collateral;
(iv) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, Agent and the Collateral Administrator or the Collateral AgentCustodian, 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, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Administrative Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) 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;
(ix) so long as βββββββ 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 each Collateral Loan Loans included as part of the CollateralCollateral 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 copies of the Related Documents 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) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of Payments[reserved];
(xi) directing the acquisition, sale or substitution of Collateral Custodian to make payments pursuant to the instructions set forth in the latest Quarterly Payment Date Report in accordance with Article X;Section 2.7 and Section 2.8 and preparing such other reports as required pursuant to Section 5.1(q) and Section 6.8; and
(xii) providing assistance to the Borrower with respect to the purchase and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral Administrator in preparing the Monthly Reports and Quarterly 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreementhereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documentsrelated 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 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the following:following (it being understood that the following shall not be construed to expand the scope of any express covenant of the Collateral 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;; USActive 59109857.10
(iiiii) preparing and submitting claims to Obligors Obligors, or if applicable, the administrative agents on the Collateral Assets, on each Collateral LoanAsset;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;:
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans Assets to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the 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
(xi) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager 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 Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it the Borrower has the right to do so.
Appears in 1 contract
Sources: Credit and Security Agreement (LGAM Private Credit LLC)
Duties. The 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 Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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) preparing maintaining all necessary records and submitting claims reports with respect to Obligors on each the Collateral Loanand providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iii) maintaining all necessary servicing records with respect to the Collateral;
(iv) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(vii) 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) maintaining 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;
(ix) 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 Collateral Loan included as part of the Collateral, making copies of the Related Documents Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hours;hours in accordance with and subject to the terms of Section 5.3(d)(ii); and 100
(xxi) directing the Collateral Agent Custodian to make payments pursuant to the terms of instructions set forth in the Payment Date Report latest Borrowing Base Certificate in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.7 and sale of the Collateral Loans;
(xiii) instructing the Obligors Section 2.8 and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities reports as required of the Collateral Manager by this Agreementpursuant to Section 6.8. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documentsrelated Underlying Instruments, it has the right to do so.
Appears in 1 contract
Sources: Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.)
Duties. The 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 Collateral Management StandardLaw. Without limiting the foregoing, the duties of the Collateral Manager (on behalf of the Borrower) shall include the following:
(i1) supervising the Collateralselecting, including communicating with Obligorssupervising, executing amendmentsmanaging, providing consents monitoring and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral 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;βs investments in Loans, (E) providing onβgoing monitoring of the Borrowerβs 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
(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 to, and acting as postβbilling liaison with, Obligors on each Collateral LoanLoan (for which no administrative or similar agent exists);
(iii4) maintaining all necessary servicing records and reports with respect to the CollateralCollateral and providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iv5) maintaining and implementing administrative and operating procedures (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;
(v6) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, 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, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(vi7) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Administrative Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(vii) 8) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii9) maintaining the first priority, perfected security interest of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, in the Collateral;
(ix10) so long as CM Investment Partners LLC or one of its Affiliates is the Collateral Manager and to the 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 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;
(11) so long as CM Investment Partners LLC or one of its Affiliates is the 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 Collateral Loan included as part of the Collateral, making copies of the Related Documents 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) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Investcorp US Private Credit BDC II)
Duties. The 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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;; β132β FILENAME
(iii) maintaining all necessary servicing records with respect to the Collateral;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;; β133β FILENAME
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related 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 Collateral Manager 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 Advisor Standard. Subject to the terms of this Agreement (including Section 11.04 and Article VI), the Investment Advisor has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Investment Advisor shall include the 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 CollateralCollateral 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 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 and which can be obtained without any undue burden or expense;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Custodian or the Collateral Agent may from time to time reasonably requestrequest and which can be obtained without any undue burden or expense;
(v) identifying each Collateral Asset in its internal records to reflect the ownership of such Collateral Asset by the Borrower;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansAssets and Eligible Investments;
(xiiix) instructing the Obligors and and/or the administrative agents agents, as applicable, on the Collateral Loans Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager Investment Advisor by this Agreement; and
(xiii) assisting in the acquisition and sale of Collateral Assets and other Collateral in accordance with Article X and the Advisor Standard. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager Investment Advisor acts as lead agent with respect to any Collateral LoanAsset, the Collateral Manager Investment Advisor shall perform its servicing advisory duties hereunder only to the extent that, as a lender under the applicable Related Documents, it Documents has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.)
Duties. The 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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;
; (iv) maintaining and implementing administrative and operating procedures --120-- (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;
; (v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral 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 Collateral Administrator or the Collateral Agent may from time to time reasonably request;
; (vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
; (vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
; (viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
; (ix) 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;
hours in accordance with Section 5.03(d); (x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Monthly Report in accordance with the Priority of Payments;
; (xi) 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 the Collateral Loans;
; (xiii) 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;
; (xiv) preparing the Monthly Reports and cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.hereunder;
Appears in 1 contract
Sources: Term Credit and Security Agreement (Monroe Capital Income Plus Corp)
Duties. From the Closing Date, and until its removal or resignation pursuant to Section 7.5, the Collateral Agent shall perform, on behalf of the Secured Parties, the following duties and obligations.
(i) The Collateral Agent shall prepare the Collateral Report in accordance with Section 6.7(a) and distribute funds in accordance with such Collateral Report pursuant to Sections 2.7, 2.8 and 2.9; and
(ii) The Collateral Agent shall maintain a database of certain characteristics of the Collateral on an ongoing basis, and provide to the Borrower, the Collateral Manager and the Lead Lender certain reports, schedules and calculations, all as more particularly described in this Section 7.2(b)(ii), based upon information and data received from the Collateral Manager.
(iii) The Collateral Manager shall take or cause supply any information required 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 Collateral Management Standard. Without limiting the foregoing, the duties of delivered by the Collateral Manager shall include the following:
(i) supervising the Collateralunder this Agreement and any other Transaction Document, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on any information agreed to be provided by the Collateral Manager pursuant to Section 6.7 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;
(iv) maintaining and implementing administrative and operating procedures (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 any other information reasonably necessary or advisable for the collection of the Collateral;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or maintained by it that the Collateral Agent may from time to time reasonably request;
(vi) identifying each request with respect to the Loans or other Collateral Loan clearly and unambiguously in its servicing records reasonably needs to reflect that such Collateral Loan is owned complete the reports, calculations and certificates required to be prepared by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of hereunder or perform its other obligations hereunder. Such information shall include, without limitation, any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) that is or is threatened to be asserted by an Obligor information with respect to or as to the designation or characterization of any Loans or other Collateral. The Collateral Agent may conclusively rely on any information provided by the Collateral Manager, the Lead Lender and the Lenders for any Collateral Loan (Report or portion thereof) otherwise provided in connection with the performance of which it has actual knowledge or has received notice; or (2) that could reasonably be expected to have a Material Adverse Effect;its duties under this Agreement and the other Transaction Documents.
(viiiiv) maintaining the perfected security interest of In no instance shall the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) with respect Agent be under any duty or obligation 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 take any action on behalf of the Collateral Manager during normal business hours;
in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific written instructions from the Collateral Manager, prior to the occurrence of a Termination Event or the Loan Agent (x) directing at the direction of the Lead Lender), after the occurrence of Termination Event, in which event the Collateral Agent to make payments pursuant to the terms of the Payment Date Report shall vote, consent or take such other action in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do soinstructions.
Appears in 1 contract
Sources: Facility Agreement (AB Private Credit Investors Corp)
Duties. The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the following:
(i) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(ii) supervising the Collateral, including (A) communicating with Obligorsthe Obligors 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(s); and (C) otherwise managing the Collateral on behalf of the Borrower;
(iiiii) preparing and submitting claims to Obligors the Obligors, or if applicable, the administrative agents on the Collateral Loans, on each Collateral Loan;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;:
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the Collateral Manager Servicer by this Agreement;
(x) providing to the Borrower, each Lender, the Administrative Agent, the Collateral Administrator and the Collateral Agent the reports required be delivered by the Servicer under this Agreement; and
(xi) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager 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 Collateral Manager Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it the Borrower has the right to do so.
Appears in 1 contract
Sources: Credit and Security Agreement (Antares Strategic Credit Fund II LLC)
Duties. The 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the following:following (it being understood that the following shall not be construed to expand the scope of any express covenant of the Collateral 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 LoansAssets ; (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 LoanAsset or any Related Document for any Collateral LoanAsset 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 Obligors, or if applicable, the administrative agents on the Collateral LoansAssets, on each Collateral LoanLoanAsset ;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) that is or is threatened to be asserted by an Obligor with respect to any Collateral Loan LoanAsset (or portion thereof) of which it has actual knowledge or has received notice; or (2B) that could reasonably be expected to have a Material Adverse Effect;:
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans LoansAssets to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the 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
(xi) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent possesses only such rights with respect to any the enforcement of rights and remedies with respect to the Collateral LoanLoansAssets and the underlying assets securing such Collateral LoansAssets under the Related Documents as have been transferred to the Borrower with respect to the related Collateral LoanAsset , and therefore, for all purposes under this Agreement, the Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it the Borrower has the right to do so.
Appears in 1 contract
Sources: Credit and Security Agreement (Apollo Debt Solutions BDC)
Duties. The 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 Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager shall include the following:
: BUSINESS.33662032.9 136 (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 to, and acting as post-billing liaison with, Obligors on each Collateral Loan;
Portfolio Asset (iiifor which no administrative or similar agent exists); (ii) maintaining all necessary servicing records and reports with respect to the Collateral;
Collateral and providing such reports to the Administrative Agent in respect of the management and administration of the Collateral (ivincluding information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent may reasonably request; (iii) maintaining and implementing administrative and operating procedures (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;
; (viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, 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, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
; (viv) identifying each Collateral Loan Portfolio Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Portfolio Asset is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
; (viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 and (2) that could reasonably be expected to have a Material Adverse Effect;
; (vii) 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) maintaining 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;
; (ix) maintaining the Portfolio Asset File(s) with respect to Portfolio Assets 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 Portfolio Asset File(s) to be sent to the Administrative Agent or its designee; (x) with respect to each Collateral Loan Portfolio Asset included as part of the Collateral, making copies of the Related Documents Portfolio Asset File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hours;
hours in accordance with and subject to the terms of Section 5.3(d)(ii); and BUSINESS.33662032.9 137 (xxi) directing the Collateral Agent to make payments pursuant to the terms of instructions set forth in the Payment Date Report latest Borrowing Base Certificate in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.7 and sale of the Collateral Loans;
(xiii) instructing the Obligors Section 2.8 and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities reports as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect pursuant to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do soSection 6.
Appears in 1 contract
Sources: Loan and Security Agreement (New Mountain Guardian IV BDC, L.L.C.)
Duties. The Collateral Manager 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 occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and AmericasActive:18709990.5 collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio 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 CollateralCollateral Portfolio and providing such reports, information and servicing records to the Administrative Agent and each Lender (with a copy to the Collateral 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 reasonably requested hereunder or as the Administrative Agent or any Lender may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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) 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 and/or the Account Bank to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with Section 2.04;
(x) directing the Priority sale or substitution of PaymentsCollateral Portfolio in accordance with Section 2.07;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection Account;
(xiv) cooperating Account established and maintained with the Collateral Administrator in preparing Agent; AmericasActive:18709990.5
(xiii) delivering the Monthly Reports Required Loan Documents, the Loan Asset Files, the Loan Asset Checklist and Payment Date Reports and in its other duties hereunder and under the Loan Tape to the Collateral Administration Agreement in the manner and at the times required hereunder and under Custodian or the Collateral Administration AgreementAdministrator, in accordance with Article XII; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it related loan syndication Loan Agreements has the right to do so.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Duties. The Collateral Manager 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 effectiveness of the removal of the Servicer pursuant to Section 6.01(b), but subject to the terms of this Agreement (including, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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;
(iviIi) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously Asset in its internal servicing records to reflect that the ownership of such Collateral Loan is owned Asset by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ixvii) maintaining the Loan File with respect to each Collateral Loan Assets included as part of the Collateral; provided that, making copies if the Servicer is in possession of any Required Loan Documents in physical form, the Related Servicer will hold such physical Required Loan Documents available for inspection by in a fireproof safe or fireproof file cabinet, except while such Required Loan Documents are in the Administrative Agent, upon reasonable notice, at the offices process of being delivered to or received from the Collateral Manager during normal business hoursCustodian;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xiix) (x) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.07 and executing trade documentation related thereto on behalf of the Borrower and (y) directing the acquisition of Collateral in accordance herewith and executing trade documentation related thereto on behalf of the Borrower;
(xiix) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxii) cooperating with delivering the Loan Files and a Loan Asset Schedule to the Collateral Administrator in Custodian;
(xiii) preparing and delivering (or causing the Monthly Reports preparation and Payment Date Reports and in its other duties hereunder and under delivery of) to the Borrower, the Collateral Administration Agreement in Agent and the manner and at Administrative Agent on each Measurement Date a Borrowing Base Certificate setting forth the times required hereunder and under calculation of the Collateral Administration AgreementBorrowing Base as of such Measurement Date; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor, the SPV Transferor or the Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it related loan syndication Underlying Instruments has the right to do so.. USActive 55323723.3
Appears in 1 contract
Sources: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
Duties. The Collateral Manager 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 occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender Agent, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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;
(ixviii) maintaining the Loan Asset File with respect to each Collateral Loan Assets included as part of the CollateralCollateral Portfolio; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(xix) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with Section 2.04;
(x) directing the Priority sale or substitution of PaymentsCollateral Portfolio in accordance with Section 2.07;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxiii) cooperating with delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral 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 AgreementCustodian; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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. 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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 and which can be obtained without any undue burden or expense;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Custodian or the Collateral Agent may from time to time reasonably requestrequest and which can be obtained without any undue burden or expense;
(viv) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect that the ownership of such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans;Loans and Eligible Investments; USActive 56468589.1056468589.17
(xiiix) instructing the Obligors and and/or the administrative agents agents, as applicable, on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it Documents has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Blackstone Private Credit Fund)
Duties. The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the following:following (it being understood that the following shall not be construed to expand the scope of any express covenant of the Servicer 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 Obligors, or if applicable, the administrative agents on the Collateral Loans, on each Collateral Loan;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;:
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the Collateral Manager 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
(xi) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager 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 Collateral Manager Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it 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 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 Laws, and in accordance with the Credit and Collection Policy and the Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the following:
(i) supervising servicing and managing the Collateral, including communicating with Obligors, executing Loans and consenting to and negotiating amendments, providing consents modifications and waivers, exercising voting rights, enforcing and collecting on waivers to the Loans in the Collateral in accordance with the Credit and otherwise managing Collection Policy; provided that, notwithstanding the foregoing, after the occurrence and during the continuation of a Collateral on behalf Manager Default the prior written consent of the BorrowerAdministrative Agent in its sole discretion shall be required to execute such amendments, modifications and waivers to the Loans;
(ii) preparing and submitting of claims to to, and post-billing liaison with, Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent, each Lender and the 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 and each Lender may reasonably request;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral AgentTrustee, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator each Lender or the Collateral Agent Trustee may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging Granting a security interest therein to the Collateral Agent (Trustee for the benefit of the Secured Parties) 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 (1) 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 (2) that could is reasonably be expected to have a Material Adverse Effect;
(viii) providing prompt written notice to the Administrative Agent and each Lender, 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;
(ixx) calculating the Moodyβs Default Probability Rating, the Maximum Weighted Average Rating Factor Test, the Moodyβs Weighted Average Rating Factor, the Maximum Weighted Average Life Test, the Minimum Weighted Average Spread Test, the Minimum Diversity Score Test and the Concentration Limits with respect to each the Loans on the dates and times necessary for the Borrower and Collateral Manager to comply with this Agreement;
(xi) maintaining the Loan Files with respect to Loans included as part of the Collateral, making copies of the Related Documents available for inspection by the Administrative Agentprovided that, upon reasonable notice, at the offices of so long as the Collateral Manager during normal business hours;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; and
(xxii) directing the Collateral Agent Trustee to make payments pursuant to the terms of the Payment Date Collateral Management Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.10 and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do soSection 2.11.
Appears in 1 contract
Sources: Loan and Servicing Agreement (NewStar Financial, Inc.)
Duties. The 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 Collateral Management Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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;; Exhibit 10.30
(iii) maintaining all necessary servicing records with respect to the Collateral;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related 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 Collateral Manager 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the following:following (to the extent required under the terms of this Agreement): USActive 54953942.1755479929.4-134-
(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 CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Custodian or the Collateral Agent may from time to time reasonably requestrequest 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) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by accordance with the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit requirements 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 (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral Loans;Loans and Eligible Investments; USActive 54953942.1755479929.4-135-
(xiiix) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it Documents has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Ares Capital Corp)
Duties. The Collateral Manager 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 and to take the actions of the Servicer under this Agreement and the other Transaction Documents. Prior to the occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.05), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio and providing such reports to the Administrative Agent and each Lender (with a copy to 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 the Majority Lenders may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset has been Transferred and is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties) , pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have result in a Material Adverse Effect;
(viii) ; 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;
(ixvii) causing the Collateral Custodian to maintain, the Loan Asset File with respect to each Collateral Loan Assets 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 hoursPortfolio in a prudent and safe manner consistent with industry standards;
(xviii) directing the Collateral Agent Account Bank to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.05;
(xiix) directing the acquisitionas provided in Section 6.05(d), sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase and sale of the Collateral Loans;
(xiii) instructing the Obligors and the Obligors, lead servicers, lead agents or administrative agents on the Collateral Loans Loan Assets or Whole Loans, as applicable, to make payments directly into the Collection Servicer Clearing Account and otherwise directing or depositing Collections into the Servicer Clearing Account;
(xiv) cooperating with the Collateral 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
(xvx) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement;
(xi) performing payment processing, record keeping, administration of Escrow Accounts, interest rate adjustments, and other routine customer service functions;
(xii) determining and notifying each Obligor of the amount of each payment of principal and interest due under the terms of the applicable Loan Agreement;
(xiii) performing Tax and insurance monitoring of the Underlying Collateral;
(xiv) monitoring any casualty losses or condemnation proceedings and administering any proceeds related thereto in accordance with the related Loan Agreements, in each case, to the extent such information is provided to the Servicer; provided, that if such Loan Agreements provide for any decision or discretion with respect to application of such proceeds, the Servicer shall seek written instructions from the Borrower with respect to such application;
(xv) monitoring all payments made with respect to the Loan Assets; and
(xvi) identifying Collections as Principal Collection and Interest Collections, preparing statements with respect to Collections and segregating such Collections, all as required by this Agreement. It is acknowledged and agreed by the parties hereto that (i) in circumstances in which a Person other than the Borrower or any Affiliate of the Collateral Manager Servicer acts as lead agent with respect to any Collateral whole loan for which the Loan Asset represents a pari passu or subordinate interest ("Whole Loan"), the Collateral Manager Servicer shall not perform servicing of the Whole Loan. Notwithstanding anything in this Section 6.02(a), Servicer shall perform its the servicing duties set forth in this Section 6.02(a) hereunder only (other than 6.02(a)(vi)- (viii) and (xi-xv)) with respect to such Loan Asset and (ii) notwithstanding anything to the contrary contained herein, (x) to the extent thatdelivery of any notice, report or other information required hereunder, or any other obligation hereunder is satisfied by Midland in its capacity as Servicer, Administrative Agent or Collateral Custodian, as applicable, such obligation shall be deemed satisfied for all purposes of this Agreement to the extent such obligation also applies to Midland in a lender under the Related Documentsdifferent capacity hereunder and (y) Midland, it has the right in its capacity as Servicer, Administrative Agent or Collateral Custodian, as applicable, shall not be required to do soprovide any notice, report or other information required to be delivered to Midland in a different capacity hereunder.
Appears in 1 contract
Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)
Duties. The 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 Collateral Management Manager Standard. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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 Portfolio Asset (for which no administrative or similar agent exists);
(ii) preparing maintaining all necessary records and submitting claims reports with respect to Obligors on each the Collateral Loanand providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iii) maintaining all necessary servicing records with respect to the Collateral;
(iv) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, 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, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Portfolio Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Portfolio Asset is owned by the Borrower and that the Borrower is pledging granting a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 a Responsible Officer has actual knowledge or has received notice; or and (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining using its reasonable 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;
(viii) maintaining the Portfolio Asset File(s) with respect to Portfolio Assets 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 Portfolio Asset File(s) to be sent to the Administrative Agent or its designee;
(ix) with respect to each Collateral Loan Portfolio Asset included as part of the Collateral, making copies of the Related Documents Portfolio Asset File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hourshours in accordance with and subject to the terms of Section 5.3(d)(ii);
(x) directing the Collateral Agent to make payments pursuant to the terms of instructions set forth in the Payment Date Report latest Borrowing Base Certificate in accordance with the Priority of Payments;Section 2.6 and Section 2.7 and preparing such other reports as required pursuant to Section 6.7; and
(xi) directing delivering the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance information required under Annex D-3 to the Borrower with respect to the purchase and sale of the Collateral Loans;
(xiii) instructing the Obligors Administrative Agent and the administrative agents on Lenders by no later than 5:00 p.m. within ten (10) Business Days after the end of each calendar month (each report containing such information, a βMonthly Report (Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this AgreementManager)β). It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral LoanPortfolio Asset, the Collateral Manager shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documentsrelated Underlying Instruments, it has the right to do so.
Appears in 1 contract
Duties. The Collateral Manager 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 Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager Administrator shall include the 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) preparing maintaining all necessary records and submitting claims reports with respect to Obligors on each the Collateral Loanand providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iii) maintaining all necessary servicing records with respect to the Collateral;
(iv) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security transferring an ownership interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(vii) 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) maintaining 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;
(ix) 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 (other than an Event of Default described in Section 9.1(n)) 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 Collateral Loan included as part of the Collateral, making copies of the Related Documents Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager Administrator during normal business hours;; and
(xxi) directing the Collateral Agent Custodian to make payments pursuant to the terms of instructions set forth in the Payment Date Report latest Borrowing Base Certificate in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.7 and sale of the Collateral Loans;
(xiii) instructing the Obligors Section 2.8 and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities reports as required of the Collateral Manager by this Agreementpursuant to Section 6.8. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager Administrator acts as lead agent with respect to any Collateral Loan, the Collateral Manager Administrator shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documentsrelated 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 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 Collateral Management StandardCredit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager shall include the 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) preparing maintaining all necessary records and submitting claims reports with respect to Obligors on each the Collateral Loanand providing such reports to the Administrative Agent in respect of the 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 may reasonably request;
(iii) maintaining all necessary servicing records with respect to the Collateral;
(iv) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging granting a security interest therein Lien thereon to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(vii) 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) maintaining 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;
(ix) maintaining the Loan File(s) with respect to each Collateral Loan Loans included as part of the Collateral, making copies of the Related Documents available for inspection by the Administrative Agent; provided that, upon reasonable notice, at the offices occurrence and during the continuance of the Collateral Manager during normal business hours;
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.an Event of
Appears in 1 contract
Sources: Loan and Security Agreement (New Mountain Finance Corp)
Duties. The Collateral Manager 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the following: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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, 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 Administrator Custodian or the Collateral Agent may from time to time reasonably requestrequest 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) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by accordance with the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit requirements 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 (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating Account established and maintained with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.Agent;
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Duties. The Collateral Investment Manager shall take or cause to be taken all such actions as may be reasonably necessary or advisable to service, administer and collect on manage the Collateral from time to time, all in accordance with Applicable Law and the Collateral Management StandardLaw. Without limiting the foregoing, the duties of the Collateral Investment Manager shall include the 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;
) shall include the following: (ii1) preparing managing and submitting claims monitoring on behalf of the Borrower the Receivables allocated to Obligors on each Collateral Loan;
the SUBI Portfolio; (iii2) assisting the Borrower in exercising the rights and obtaining the benefits to which it is entitled hereunder and under and in connection with the Receivables allocated to the SUBI Portfolio; (3) maintaining all necessary servicing records and reports with respect to the Collateral;
Collateral (ivincluding the Receivables allocated to the SUBI Portfolio) and providing such reports to the Agent in respect of the management and administration of such Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Agent may reasonably request; (4) maintaining and implementing administrative and operating procedures (including, without limitation, through agreements with the Custodian and Servicer, an ability to recreate servicing management and administration records evidencing the Collateral (including the Receivables allocated to the SUBI 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 Collateral;
Collateral (vincluding the Receivables allocated to the SUBI Portfolio); (5) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing management and administration records (including information relating to its performance under this Agreement) in the possession of the Investment Manager as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
; (vi6) identifying each Collateral Loan Receivable clearly and unambiguously in its servicing records to reflect that such Collateral Loan Receivable is owned by the Borrower Trust; 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;
(vii7) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could would reasonably be expected to have a Material Adverse Effect;
(viii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.
Appears in 1 contract
Sources: Loan and Security Agreement (GlassBridge Enterprises, Inc.)
Duties. The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the following:following (it being understood that the following shall not be construed to expand the scope of any express covenant of the Servicer 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;; DOCPROPERTY "DocID" \* MERGEFORMAT USActive 60781347.5
(iiiii) preparing and submitting claims to Obligors Obligors, or if applicable, the administrative agents on the Collateral Loans, on each Collateral Loan;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;:
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the Collateral Manager 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
(xi) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible Currency for any permitted purpose hereunder. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager 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 Collateral Manager Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it the Borrower has the right to do so.
Appears in 1 contract
Sources: Credit and Security Agreement (SLR Investment Corp.)
Duties. The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 to, and acting as post-billing liaison with, Obligors on each Collateral LoanLoan (for which no administrative or similar agent exists);
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral 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 each Lender Agent may reasonably request;
(iv) maintaining and implementing administrative and operating procedures (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;
(v) promptly delivering to the Administrative Agent, each LenderLender Agent, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender Agent, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) 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 (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) 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;
(ix) 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 Collateral Loan included as part of the Collateral, making copies of the Related Documents Servicing File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager Servicer during normal business hourshours (no more than once in any fiscal year when no Termination Event is in existence);
(xxi) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of Payments;
Section 2.7, Section 2.8 and Section 2.9; USActive 57833767.7 (xixii) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.17, Section 2.18 and Section 2.19;
(xii) providing assistance to the Borrower with respect to the purchase and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.
Appears in 1 contract
Sources: Loan and Servicing Agreement (North Haven Private Income Fund LLC)
Duties. The Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio, including without limitation the Records, and providing such records to the Administrative Agent (with a copy to 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 may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (including, including without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or Agent and the Collateral Agent, Custodian from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent Custodian may from time to time reasonably request, including without limitation the Records;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records records, including without limitation the Records, to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging has granted a perfected security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(vii) providing prompt written notice to the Administrative Agent, prior to the effective date thereof, of any proposed changes in the Credit Policy;
(viii) 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;
(ix) maintaining the Loan Asset File with respect to each Collateral Loan Assets included as part of the CollateralCollateral Portfolio; provided that, making copies so long as the Servicer is in possession of any Required Loan Documents, the Related Servicer will hold such Required Loan Documents available for inspection by the Administrative Agent, upon reasonable notice, at the offices of the Collateral Manager during normal business hoursin a fireproof safe or fireproof file cabinet;
(x) directing the Collateral Agent Bank to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xi) directing the acquisition, sale or substitution of Collateral Portfolio in accordance with Article XSection 2.07;
(xii) providing administrative assistance and advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Bank;
(xiv) cooperating with delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral 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 AgreementCustodian; and
(xv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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
Duties. The Collateral Manager 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 Termination Notice, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the following:
(i) supervising the CollateralCollateral Portfolio, including communicating with Obligors, executing considering 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio and providing such reports to the Facility Agent (who will provide each Lender with a copy promptly upon receipt thereof) and each Lender (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 Facility Agent or any Lender may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, Facility Agent (who will provide each LenderLender with a copy promptly upon receipt thereof), the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Facility Agent, each Lender, the Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect that the ownership of such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Facility Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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 File with respect to Loans included as part of the Collateral Portfolio; 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;
(ix) directing the Account Bank to convert into Dollars any amounts on deposit in the Canadian Dollar Account, the Euro Account and/or the GBP Account, as applicable, and any other amounts denominated in an Eligible Currency other than Dollars, in each case, to the extent necessary to make all payments pursuant to the Monthly Report in accordance 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 hoursSection 2.04;
(x) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral Portfolio in accordance with Article X;Section 2.07.
(xiixi) providing administrative assistance to the Borrower with respect to the purchase acquisition and sale of and payment for the Collateral Loans;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xiii) delivering the Loan Files and the Loan Tape to the Collateral Custodian;
(xiv) cooperating with preparing and delivering (or causing the preparation and delivery of) to the Borrower, the Collateral Administrator in preparing Agent and the Monthly Reports and Payment Facility Agent on each Measurement Date Reports and in its other duties hereunder and under a Borrowing Base Certificate setting forth the Collateral Administration Agreement in the manner and at the times required hereunder and under the Collateral Administration Agreementcalculation of each Borrowing Base as of such Measurement Date; and
(xv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Facility 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
Sources: Loan and Security Agreement (North Haven Private Income Fund LLC)
Duties. The Collateral Manager 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 Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral 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 and which can be obtained without any undue burden or expense;
(iviii) maintaining and implementing administrative and operating procedures (including, without limitation, 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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Agent, the Collateral Administrator or the Collateral AgentCustodian, 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 Collateral Administrator or the Collateral Agent may from time to time reasonably requestrequest and which can be obtained without any undue burden or expense;
(viv) identifying each Collateral Loan clearly and unambiguously in its internal servicing records to reflect that the ownership of such Collateral Loan is owned by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(viivi) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ix) 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Report in accordance with the Priority of PaymentsReport;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to assisting the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoans and Eligible Investments;
(xiiix) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxi) cooperating with delivering assignments and promissory notes to the Collateral 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; andCustodian;
(xvxii) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement; and 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral Loan, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the applicable Related Documents, it Documents has the right to do so.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (OFS Capital Corp)
Duties. The 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 Collateral Management Standard. Prior to the occurrence of a Collateral Manager Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the 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 Collateral Manager shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral 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; provided that the Borrower acknowledges that certain information contained in such reports relies upon the accuracy and delivery of reports and information from Obligors pursuant to their reporting obligations under Loan Agreements;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or Lender and the Collateral 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, or the Collateral Administrator Agent may from time to time reasonably request (to the extent, if relating to information to be obtained from an Obligor, such information is reasonably available and would not violate confidentiality restrictions);
(v) 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 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 time reasonably request;
(vi) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset has been Transferred to and is owned by the Borrower and that the Borrower is pledging Transferring a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) 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 (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viii) 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;
(ix) 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;
(xxi) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Collateral Management Report in accordance with the Priority of PaymentsSection 2.04;
(xixii) 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 acquisitionCollateral 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 or substitution of Collateral in accordance with Article XSection β2.07;
(xiixv) providing assistance to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixvi) 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 AccountAccount established and maintained with the Collateral Agent;
(xivxvii) cooperating with delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral Administrator Agent;
(xviii) taking all actions necessary in preparing establishing 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 AgreementAssigned Value; and
(xvxix) complying with such other duties and responsibilities as may be required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do so.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Brightwood Capital Corp I)
Duties. The Collateral Manager 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 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management Standardand take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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 CollateralCollateral 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;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral AgentCustodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the each Lender, Collateral Administrator Custodian or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan clearly and unambiguously Asset in its internal servicing records to reflect that the ownership of such Collateral Loan is owned Asset by the Borrower and that the Borrower is pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this AgreementBorrower;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) that could reasonably be expected to have a Material Adverse Effect;
(viiivi) maintaining the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral;
(ixvii) maintaining the Loan File with respect to each Collateral Loan Assets 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;
(xviii) directing the Collateral Agent to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with the Priority of PaymentsSection 2.04;
(xiix) directing the acquisition, sale or substitution of Collateral in accordance with Article XSection 2.07;
(xiix) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixi) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xivxii) cooperating with delivering the Loan Files and a Loan Asset Schedule to the Collateral Administrator in Custodian;
(xiii) preparing and delivering to the Monthly Reports and Payment Date Reports and in its other duties hereunder and under Borrower, the Collateral Administration Agreement in Agent and the manner and at Administrative Agent on each Measurement Date a Borrowing Base Certificate setting forth the times required hereunder and under calculation of the Collateral Administration AgreementBorrowing Base as of such Measurement Date; and
(xvxiv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower Borrower, the Transferor or the Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the following:following (it being understood that the following shall not be construed USActive 60140401.11 to expand the scope of any express covenant of the Servicer 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 Obligors, or if applicable, the administrative agents on the Collateral Loans, on each Collateral Loan;
(iiiiv) maintaining all necessary appropriate books of account and servicing records with respect to the Collateral;
Collateral (iv) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event including copies of the destruction of the originals thereofRelated Documents) 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;
(v) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Agent or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Agent or the Collateral Agent may from time to time reasonably request;
(vi) identifying each Collateral Loan clearly and unambiguously in its servicing records to reflect that such Collateral Loan is owned by the Borrower 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;
(vii) notifying the Administrative Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1A) 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 (2B) that could reasonably be expected to have a Material Adverse Effect;:
(viiivii) 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;
(ix) 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 Report in accordance with the Priority of Payments;
(xi) 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 the Collateral Loans;
(xiiiviii) instructing the Obligors and or, if applicable, the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xvix) complying with such other duties and responsibilities as required of the Collateral Manager 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
(xi) directing the Collateral Agent to convert amounts denominated in any Eligible Currency to any other Eligible 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 Collateral Manager 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 Collateral Manager Servicer shall perform its servicing administrative and management duties hereunder only to the extent that, as a lender under the Related Documents, it 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 Collateral Manager 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 Collateral Management Servicing Standard. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralContracts and providing such reports to the Deal Agent in respect of the servicing of the Contracts (including information relating to its performance under this Agreement) as may be required hereunder or as the Deal Agent may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator Deal Agent or the Collateral AgentTrustee, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator Deal Agent or the Collateral Agent Trustee may from time to time reasonably request;
(viv) identifying each Collateral Loan Contract clearly and unambiguously in its servicing records to reflect that such Collateral Loan Contract is owned by the Borrower and that the Borrower is pledging granting a first priority security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Trustee pursuant to this Agreement;
(vi) furnishing to the Deal Agent, prior to its effective date, prompt notice of any material changes in the Credit and Collection Policy;
(vii) notifying the Administrative Deal Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) 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 (2) 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;
(viii) 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
(ix) 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 Trustee to make payments pursuant to the terms of the Payment Date Monthly Report in accordance with the Priority of Payments;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance to the Borrower with respect to the purchase Section 2.7 and sale of the Collateral Loans;
(xiii) instructing the Obligors and the administrative agents on the Collateral Loans to make payments directly into the Collection Account;
(xiv) cooperating with the Collateral 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
(xv) complying with such other duties and responsibilities as required of the Collateral Manager by this Agreement. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Collateral Loan, the Collateral Manager shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it has the right to do soSection 2.8.
Appears in 1 contract
Duties. The Collateral Manager 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 occurrence of a Servicer Termination Event, subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Management StandardPortfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Collateral Manager Servicer shall include the 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) preparing and submitting claims to Obligors on each Collateral Loan;
(iii) maintaining all necessary servicing records with respect to the CollateralCollateral Portfolio and providing such reports to the Administrative Agent 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 may reasonably request;
(iviii) maintaining and implementing administrative and operating procedures (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;
(viv) promptly delivering to the Administrative Agent, each Lender, the Collateral Administrator or the Collateral Agent, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Administrator or the Collateral Agent may from time to time reasonably request;
(viv) identifying each Collateral Loan Asset clearly and unambiguously in its servicing records to reflect that such Collateral Loan Asset is owned by the Borrower and that the Borrower is pledging Pledging a security interest therein to the Collateral Agent (for the benefit of the Secured Parties) Parties pursuant to this Agreement;
(viivi) 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 (1or 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 (2B) that could reasonably be expected to have a Material Adverse Effect;
(viiivii) 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) 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 and/or the Account Bank to make payments pursuant to the terms of the Payment Date Servicing Report in accordance with Section 2.04;
(x) directing the Priority sale or substitution of PaymentsCollateral Portfolio in accordance with Section 2.07;
(xi) directing the acquisition, sale or substitution of Collateral in accordance with Article X;
(xii) providing assistance advice to the Borrower with respect to the purchase and sale of and payment for the Collateral LoansLoan Assets;
(xiiixii) instructing the Obligors and the administrative agents on the Collateral Loans Loan Assets to make payments directly into the Collection AccountAccount established and maintained with the Collateral Agent;
(xiii) delivering the Loan Asset Files and the Loan Asset Schedule to the Collateral Custodian;
(xiv) cooperating with ensuring any third party consents required to transfer record ownership of any Eligible Loan Asset to the Collateral Administrator in preparing Borrower are obtained on or prior to the Monthly Reports and Payment Cut-Off 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 Agreementof such Eligible Loan Asset; and
(xv) complying with such other duties and responsibilities as may be required of the Collateral Manager Servicer by this Agreement. For the avoidance of doubt, on each Measurement Date, the Servicer (on behalf of the Borrower) shall re-determine the status of each Eligible Loan Asset as of such calculation date and provide notice of any change in the 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 (ii) Collateral Obligations that were previously not Eligible Loan Assets on a prior Measurement Date may (with the consent of the Administrative Agent pursuant to an Approval Notice) be included in the calculation 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 Collateral Manager Servicer acts as lead agent with respect to any Collateral LoanLoan Asset, the Collateral Manager Servicer shall perform its servicing duties hereunder only to the extent that, as a lender under the Related Documents, it 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