Custodianship and Release of Collateral. (a) Subject to Article XII, the Issuer may, by Issuer Order delivered to the Trustee at least two Business Days prior to the settlement date for any sale of a Collateral Obligation (or in the case of subclause (v), below, loan) (x) in the case of Defaulted Obligations, Withholding Tax Securities, or Equity Securities, direct the Trustee to release such Collateral Obligation and, upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or against receipt of the sales price therefor as set forth in such Issuer Order; provided, however, that the Trustee may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or (y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has become a Defaulted Obligation (which certification shall contain a short statement of the reason for such determination), and in each case, that the sale of such Collateral Obligation will comply with Section 12.1(a), (ii) during the Initial Investment Period, the sale of such Collateral Obligation and the proposed purchase and delivery of Substitute Collateral Obligations will comply with Section 3.4(a), (iii) the sale of such Collateral Obligation will comply with Section 12.1(a), or (iv) the sale of such Collateral Obligation is being effected in conjunction with a redemption pursuant to Section 9.1(a), and direct the Trustee to release such Collateral Obligation and, upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or against receipt of the sales price therefor as set forth in such Issuer Order; provided, however, that the Trustee may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom. (b) Subject to Article XII, the Issuer may, by Issuer Order delivered to the Trustee at least two Business Days prior to the date set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral Obligation is being redeemed or paid in full, direct the Trustee, or at the Trustee’s instructions, the Issuer Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate Paying Agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case against receipt of the redemption price or payment in full thereof. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if an Event of Default has occurred and is continuing at the time of such direction, the Trustee, if so directed by a Majority of the Controlling Class, shall disregard such direction. (c) Subject to Article XII, the Issuer may, by Issuer Order, delivered to the Trustee at least two Business Days prior to the date set for an exchange, tender or sale, certifying that a Collateral Obligation is subject to an Offer and setting forth in reasonable detail the procedure for response to such Offer, direct the Trustee or, at the Trustee’s instructions, the Issuer Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed, or, if such security is a Collateral Obligation for which a Security Entitlement has been created in an Issuer Account, to cause it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Issuer Order, in each case against receipt of payment therefor. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if an Event of Default has occurred and is continuing at the time of such direction, the Trustee, if so directed by a Majority of the Controlling Class, shall disregard such direction. (d) The Trustee shall deposit any proceeds received from the disposition of a Pledged Obligation in the Principal Collection Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously applied to the purchase of Substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Article X and Article XII. (e) The Trustee shall, upon receipt of an Issuer Order at such time as there are no Class A Notes Outstanding and all obligations of the Issuer hereunder have been satisfied (as evidenced by an Officer’s Certificate), release the Collateral from the lien of this Indenture.
Appears in 4 contracts
Samples: Indenture (FS Investment Corp II), Indenture (FS Investment Corp II), Indenture (FS Investment CORP)
Custodianship and Release of Collateral. (a) Subject to Article XIISection 8, the Issuer each Borrower Entity may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the settlement date for any sale of a Collateral Obligation (or in the case of subclause (v), below, loan) (x) in the case of Defaulted Obligations, Withholding Tax Securities, or Equity SecuritiesIneligible Asset, direct the Trustee Collateral Agent to release such Collateral Obligation and, upon receipt of such Issuer Borrower Order, if the Trustee sale of such Collateral Obligation or Ineligible Asset is in compliance with the restrictions on sale and the other terms in Section 8 and the Administrative Agent has consented to such sale pursuant to Section 8), the Collateral Agent shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Borrower Order or against receipt of the sales price therefor as set forth in such Issuer Borrower Order; provided, however, provided that the Trustee Collateral Agent may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or (y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has become a Defaulted Obligation (which certification shall contain a short statement the Lien of the reason for such determination), and in each case, that the sale of Collateral Agent shall be automatically released from such Collateral Obligation will comply with Section 12.1(a), (ii) during the Initial Investment Period, the sale of such Collateral Obligation and the proposed purchase and delivery of Substitute Collateral Obligations will comply with Section 3.4(a), (iii) the sale of such Collateral Obligation will comply with Section 12.1(a), or (iv) the sale of such Collateral Obligation is being effected in conjunction with a redemption pursuant to Section 9.1(a), and direct the Trustee to release such Collateral Obligation and, Ineligible Asset without further action upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or against receipt of the sales price therefor as set forth in such Issuer Order; provided, however, that the Trustee may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery customSale Proceeds.
(b) Subject to Article XIISection 8, the Issuer each Borrower Entity may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral Obligation is being redeemed or paid in full, direct the TrusteeCollateral Agent, or at the TrusteeCollateral Agent’s instructions, the Issuer Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate Paying Agent paying agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case against receipt of the redemption price or payment in full thereof. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if If an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(c) Subject to Article XIISection 8, the Issuer each Borrower Entity may, by Issuer Borrower Order, delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for an exchange, tender or sale, certifying that a Collateral Obligation is subject to an Offer and setting forth in reasonable detail the procedure for response to such Offer, direct the Trustee Collateral Agent or, at the TrusteeCollateral Agent’s instructions, the Issuer Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed, or, if such security is a Collateral Obligation for which a Security Entitlement has been created in an Issuer a Transaction Account, to cause it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Issuer Borrower Order, in each case against receipt of payment therefor, and the Lien of the Collateral Agent shall be automatically released from such Collateral Obligation without further action upon receipt of the applicable exchange, tender or Sale Proceeds. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if If an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(d) The Trustee Collateral Agent shall deposit any proceeds received from the disposition of a Pledged Obligation of the Borrower in the Principal Collection Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously applied to the purchase of Substitute substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Article X Section 6 and Article XIISection 8.
(e) The Trustee Upon satisfaction of any of the conditions set forth in this Section 6.8 for the sale or release of a Collateral Obligation in whole, the Investment Manager shall, upon by delivery to the Collateral Agent and the Collateral Custodian of a request for release substantially in the form of Exhibit D (with a copy to the Lenders) (which may be delivered concurrently with the Borrower Order delivered pursuant to Section 6.7(a)), direct the release of the related Custody Documents for such Collateral Obligation which are held by the Collateral Agent or the Collateral Custodian in physical custody pursuant to Section 6.6. Upon receipt of an Issuer Order at such time direction, the Collateral Agent or the Collateral Custodian shall release the related Custody Documents to the Investment Manager (or as there are no Class A Notes Outstanding otherwise provided in the related release request) and all obligations the Investment Manager will not be required to return the related Custody Documents to the Collateral Agent or the Collateral Custodian. Written instructions as to the method of shipment and shipper(s) the Collateral Agent or the Collateral Custodian is directed to utilize in connection with the transmission of Custody Documents in the performance of the Issuer hereunder have been satisfied (as evidenced by an OfficerCollateral Agent’s Certificate), release or the Collateral Custodian’s duties hereunder shall be delivered by the Investment Manager to the Collateral Agent or the Collateral Custodian prior to any shipment of any Custody Documents hereunder. If the Collateral Agent or the Collateral Custodian does not receive such written instruction from the lien Investment Manager, the Collateral Agent or the Collateral Custodian shall be authorized and indemnified as provided herein to utilize a nationally recognized courier service. The Investment Manager shall arrange for the provision of this Indenturesuch services at the sole cost and expense of the Borrower and shall maintain such insurance against loss or damage to the Custody Documents as the Investment Manager deems appropriate.
Appears in 3 contracts
Samples: Credit Agreement (Kennedy Lewis Capital Co), Credit Agreement (Kennedy Lewis Capital Co), Credit Agreement (Apollo Debt Solutions BDC)
Custodianship and Release of Collateral. (a) Subject to Article XII, the Issuer may, by Issuer Order delivered to the Trustee at least two Business Days prior to the settlement date for any sale of a Collateral Obligation (or in the case of subclause (v), below, loan) (x) in the case of Defaulted Obligations, Withholding Tax Securities, or Equity Securities, direct the Trustee to release such Collateral Obligation and, upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or against receipt of the sales price therefor as set forth in such Issuer Order; provided, however, that the Trustee may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or (y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has become a Defaulted Obligation (which certification shall contain a short statement of the reason for such determination), and in each case, that the sale of such Collateral Obligation will comply with Section 12.1(a), (ii) during the Initial Investment Period, the sale of such Collateral Obligation and the proposed purchase and delivery of Substitute Collateral Obligations will comply with Section 3.4(a), (iii) the sale of such Collateral Obligation will comply with Section 12.1(a), or (iv) the sale of such Collateral Obligation is being effected in conjunction with a redemption pursuant to Section 9.1(a), and direct the Trustee to release such Collateral Obligation and, upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or against receipt of the sales price therefor as set forth in such Issuer Order; provided, however, that the Trustee may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom.
(b) Subject to Article XII, the Issuer may, by Issuer Order delivered to the Trustee at least two Business Days prior to the date set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral Obligation is being redeemed or paid in full, direct the Trustee, or at the Trustee’s instructions, the Issuer Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate Paying Agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case against receipt of the redemption price or payment in full thereof. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if an Event of Default has occurred and is continuing at the time of such direction, the Trustee, if so directed by a Majority of the Controlling ClassNoteholders, shall disregard such direction.
(c) Subject to Article XII, the Issuer may, by Issuer Order, delivered to the Trustee at least two Business Days prior to the date set for an exchange, tender or sale, certifying that a Collateral Obligation is subject to an Offer and setting forth in reasonable detail the procedure for response to such Offer, direct the Trustee or, at the Trustee’s instructions, the Issuer Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed, or, if such security is a Collateral Obligation for which a Security Entitlement has been created in an Issuer Account, to cause it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Issuer Order, in each case against receipt of payment therefor. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if an Event of Default has occurred and is continuing at the time of such direction, the Trustee, if so directed by a Majority of the Controlling ClassNoteholders, shall disregard such direction.
(d) The Trustee shall deposit any proceeds received from the disposition of a Pledged Obligation in the Principal Collection Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously applied to the purchase of Substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Article X and Article XII.
(e) The Trustee shall, upon receipt of an Issuer Order at such time as there are no Class A Notes Outstanding and all obligations of the Issuer hereunder have been satisfied (as evidenced by an Officer’s Certificate), release the Collateral from the lien of this Indenture.
Appears in 2 contracts
Samples: Indenture (FS Investment Corp III), Indenture (FS Energy & Power Fund)
Custodianship and Release of Collateral. (a) Subject to Article XIISection 8 of the Agreement to which this Schedule F is attached, the Issuer Borrower may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the settlement date for any sale of a Collateral Obligation (or in the case of subclause (v), below, loan) (x) in the case of Defaulted Obligations, Withholding Tax Securities, or Equity Securities, direct the Trustee Collateral Agent to release such Collateral Obligation and, upon receipt of such Issuer Borrower Order, the Trustee Collateral Agent shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Borrower Order or against receipt of the sales price therefor as set forth in such Issuer Borrower Order; provided, however, provided that the Trustee Collateral Agent may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or (y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has become a Defaulted Obligation (which certification shall contain a short statement of the reason for such determination), and in each case, that the sale of such Collateral Obligation will comply with said Section 12.1(a)8, (ii) during the Initial Investment Period, the sale of such Collateral Obligation and the proposed purchase and delivery of Substitute Collateral Obligations will comply with Section 3.4(a), the terms and conditions set forth herein or (iii) the sale of such Collateral Obligation will comply with Section 12.1(a), or (iv) the sale of such Collateral Obligation is being effected in conjunction with a redemption pursuant to Section 9.1(a)terms and conditions set forth herein, and direct the Trustee Collateral Agent to release such Collateral Obligation and, upon receipt of such Issuer Borrower Order, the Trustee Collateral Agent shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Borrower Order or against receipt of the sales price therefor as set forth in such Issuer Borrower Order; provided, however, provided that the Trustee Collateral Agent may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery customcustom and, in each case, the Lien of the Collateral Agent shall automatically be released from such Collateral Obligation without further action upon receipt of the Sale Proceeds.
(b) Subject to Article XIISection 8 of the Agreement to which this Schedule F is attached, the Issuer Borrower may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral Obligation is being redeemed or paid in full, direct the TrusteeCollateral Agent, or at the TrusteeCollateral Agent’s instructions, the Issuer Borrower Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate Paying Agent paying agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case against receipt of the redemption price or payment in full thereofthereof and the Lien of the Collateral Agent shall automatically be released from such Collateral Obligation without further action upon receipt of the applicable redemption or repayment amount. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(c) Subject to Article XIISection 8 of the Agreement to which this Schedule F is attached, the Issuer Borrower may, by Issuer Borrower Order, delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for an exchange, tender or sale, certifying that a Collateral Obligation is subject to an Offer and setting forth in reasonable detail the procedure for response to such Offer, direct the Trustee Collateral Agent or, at the TrusteeCollateral Agent’s instructions, the Issuer Borrower Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed, or, if such security is a Collateral Obligation for which a Security Entitlement has been created in an Issuer Borrower Account, to cause it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Issuer Borrower Order, in each case against receipt of payment therefortherefor and the Lien of the Collateral Agent shall automatically be released from such Collateral Obligation without further action upon receipt of the applicable exchange tender or Sale Proceeds. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(d) The Trustee Collateral Agent shall deposit any proceeds received from the disposition of a Pledged Obligation in the Principal Collection Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously applied to the purchase of Substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Article X Schedule F and Article XIISection 8 of the Agreement to which this Schedule F is attached.
(e) The Trustee Lien of the Collateral Agent on the Collateral under the Collateral Documents shall, upon receipt of an Issuer a Borrower Order at such time as there are no Class A Notes Outstanding Loans outstanding and all obligations of the Issuer Borrower hereunder have been satisfied (as evidenced by an Officer’s Certificate), release the Collateral from the lien of this Indenture) automatically be released.
Appears in 2 contracts
Samples: Credit Agreement (FS Investment Corp II), Credit Agreement (FS Energy & Power Fund)
Custodianship and Release of Collateral. (a) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the settlement date for any sale of a Collateral Obligation (or in the case of subclause (v), below, loan) (x) in the case of Defaulted Obligations, Withholding Tax Securities, or Equity SecuritiesIneligible Asset, direct the Trustee Collateral Agent to release such Collateral Obligation and, upon receipt of such Issuer Borrower Order, if the Trustee sale of such Collateral Obligation or Ineligible Asset is in compliance with the restrictions on sale and the other terms in Section 8 and the Administrative Agent has consented to such sale pursuant to Section 8, the Collateral Agent shall deliver (or cause the delivery of) any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Borrower Order or against receipt of the sales price therefor as set forth in such Issuer Borrower Order; provided, however, provided that the Trustee Collateral Agent may deliver (or cause the delivery of) any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or (y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has become a Defaulted Obligation (which certification shall contain a short statement the Lien of the reason for such determination), and in each case, that the sale of Collateral Agent shall be automatically released from such Collateral Obligation will comply with Section 12.1(a), (ii) during the Initial Investment Period, the sale of such Collateral Obligation and the proposed purchase and delivery of Substitute Collateral Obligations will comply with Section 3.4(a), (iii) the sale of such Collateral Obligation will comply with Section 12.1(a), or (iv) the sale of such Collateral Obligation is being effected in conjunction with a redemption pursuant to Section 9.1(a), and direct the Trustee to release such Collateral Obligation and, Ineligible Asset without further action upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or against receipt of the sales price therefor as set forth in such Issuer Order; provided, however, that the Trustee may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery customSale Proceeds.
(b) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral Obligation is being redeemed or paid in full, direct the TrusteeCollateral Agent, or at the TrusteeCollateral Agent’s instructions, the Issuer Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate Paying Agent paying agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case against receipt of the redemption price or payment in full thereof. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if If an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(c) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order, delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for an exchange, tender or sale, certifying that a Collateral Obligation is subject to an Offer and setting forth in reasonable detail the procedure for response to such Offer, direct the Trustee Collateral Agent or, at the TrusteeCollateral Agent’s instructions, the Issuer Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed, or, if such security is a Collateral Obligation for which a Security Entitlement has been created in an Issuer a Transaction Account, to cause it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Issuer Borrower Order, in each case against receipt of payment therefor, and the Lien of the Collateral Agent shall be automatically released from such Collateral Obligation without further action upon receipt of the applicable exchange, tender or Sale Proceeds. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if If an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(d) The Trustee Collateral Agent shall deposit any proceeds received from the disposition of a Pledged Obligation of the Borrower in the Principal Collection Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously be applied to the purchase of Substitute substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Article X Section 6 and Article XIISection 8.
(e) The Trustee Upon satisfaction of any of the conditions set forth in this Section 6.8 for the sale or release of a Collateral Obligation in whole, the Services Provider shall, upon by delivery to the Collateral Agent of a request for release substantially in the form of Exhibit D (with a copy to the Lenders) (which may be delivered concurrently with the Borrower Order delivered pursuant to Section 6.7(a)), direct the release of the related Custody Documents for such Collateral Obligation which are held by the Collateral Agent in physical custody pursuant to Section 6.7. Upon receipt of an Issuer Order at such time direction, the Collateral Agent shall release the related Custody Documents to the Services Provider (or as there are no Class A Notes Outstanding otherwise provided in the related release request) and all obligations the Services Provider will not be required to return the related Custody Documents to the Collateral Agent. Written instructions as to the method of shipment and shipper(s) the Collateral Agent is directed to utilize in connection with the transmission of Custody Documents in the performance of the Issuer Collateral Agent’s duties hereunder have been satisfied (as evidenced shall be delivered by an Officer’s Certificate), release the Services Provider to the Collateral Agent prior to any shipment of any Custody Documents hereunder. If the Collateral Agent does not receive such written instruction from the lien Services Provider, the Collateral Agent shall be authorized and indemnified as provided herein to utilize a nationally recognized courier service. The Services Provider shall arrange for the provision of this Indenturesuch services at the sole cost and expense of the Borrower and shall maintain such insurance against loss or damage to the Custody Documents as the Services Provider deems appropriate.
Appears in 2 contracts
Samples: Credit Agreement (Blue Owl Technology Finance Corp.), Credit Agreement and Margining Agreement (Blue Owl Technology Income Corp.)
Custodianship and Release of Collateral. (a) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the settlement date for any sale of a Collateral Obligation (or in the case of subclause (v), below, loan) (x) in the case of Defaulted Obligations, Withholding Tax Securities, or Equity Securities, direct the Trustee Collateral Agent to release such Collateral Obligation and, upon receipt of such Issuer Borrower Order, the Trustee Collateral Agent shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Borrower Order or against receipt of the sales price therefor as set forth in such Issuer Borrower Order; provided, however, provided that the Trustee Collateral Agent may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or (y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has become a Defaulted Obligation (which certification shall contain a short statement of the reason for such determination), and in each case, that the sale of such Collateral Obligation will comply with said Section 12.1(a)8, (ii) during the Initial Investment Period, the sale of such Collateral Obligation and the proposed purchase and delivery of Substitute Collateral Obligations will comply with Section 3.4(a), the terms and conditions set forth herein or (iii) the sale of such Collateral Obligation will comply with Section 12.1(a), or (iv) the sale of such Collateral Obligation is being effected in conjunction with a redemption pursuant to Section 9.1(a)terms and conditions set forth herein, and direct the Trustee Collateral Agent to release such Collateral Obligation and, upon receipt of such Issuer Borrower Order, the Trustee Collateral Agent shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Borrower Order or against receipt of the sales price therefor as set forth in such Issuer Borrower Order; provided, however, provided that the Trustee Collateral Agent may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery customcustom and, in each case, the Lien of the Collateral Agent shall automatically be released from such Collateral Obligation without further action upon receipt of the Sale Proceeds.
(b) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral Obligation is being redeemed or paid in full, direct the TrusteeCollateral Agent, or at the TrusteeCollateral Agent’s instructions, the Issuer Borrower Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate Paying Agent paying agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case against receipt of the redemption price or payment in full thereofthereof and the Lien of the Collateral Agent shall automatically be released from such Collateral Obligation without further action upon receipt of the applicable redemption or repayment amount. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if If an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(c) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order, delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for an exchange, tender or sale, certifying that a Collateral Obligation is subject to an Offer and setting forth in reasonable detail the procedure for response to such Offer, direct the Trustee Collateral Agent or, at the TrusteeCollateral Agent’s instructions, the Issuer Borrower Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed, or, if such security is a Collateral Obligation for which a Security Entitlement has been created in an Issuer a Borrower Account, to cause it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Issuer Borrower Order, in each case against receipt of payment therefortherefor and the Lien of the Collateral Agent shall automatically be released from such Collateral Obligation without further action upon receipt of the applicable exchange tender or Sale Proceeds. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if If an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(d) The Trustee Collateral Agent shall deposit any proceeds received from the disposition of a Pledged Obligation in the relevant Principal Collection Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously applied apply to the purchase of Substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Article X Section 6 and Article XIISection 8.
(e) The Trustee Lien of the Collateral Agent on the Collateral under the Collateral Documents shall, upon receipt of an Issuer a Borrower Order at such time as there are no Class A Notes Outstanding Loans outstanding and all obligations of the Issuer Borrower hereunder have been satisfied (as evidenced by an Officer’s Certificate), release the Collateral from the lien of this Indenture) automatically be released.
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Custodianship and Release of Collateral. (a) Subject to Article XIISection 8, the Issuer each Borrower Entity may, by Issuer Borrower Order delivered to the Trustee at least two Business Days Collateral Agent (or to the Collateral Custodian, as applicable, and subject to the provisions of Section 14(o)) prior to the settlement date for any sale of a Collateral Obligation (or in the case of subclause (v), below, loan) (x) in the case of Defaulted Obligations, Withholding Tax Securities, or Equity SecuritiesIneligible Asset, direct the Trustee Collateral Agent (or the Collateral Custodian, as applicable) to release such Collateral Obligation and, upon receipt of such Issuer Borrower Order, if the Trustee sale of such Collateral Obligation or Ineligible Asset is in compliance with the restrictions on sale and the other terms in Section 8 (which certif ication shall be deemed to have been provided upon delivery of the related Borrower Order) and the Administrative Agent has consented to such sale pursuant to Section 8), the Collateral Agent (or the Collateral Custodian, as applicable) shall deliver (or cause the delivery of) any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Borrower Order or against receipt of the sales price therefor as set forth in such Issuer Borrower Order; provided, however, provided that the Trustee Collateral Agent may deliver (or cause the delivery of) any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or (y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has become a Defaulted Obligation (which certification shall contain a short statement the Lien of the reason for such determination), and in each case, that the sale of Collateral Agent shall be automatically releas ed f rom such Collateral Obligation will comply with Section 12.1(a), (ii) during the Initial Investment Period, the sale of such Collateral Obligation and the proposed purchase and delivery of Substitute Collateral Obligations will comply with Section 3.4(a), (iii) the sale of such Collateral Obligation will comply with Section 12.1(a), or (iv) the sale of such Collateral Obligation is being effected in conjunction with a redemption pursuant to Section 9.1(a), and direct the Trustee to release such Collateral Obligation and, Ineligible Asset without further action upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or against receipt of the sales price therefor as set forth in such Issuer Order; provided, however, that the Trustee may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery customSale Proceeds.
(b) Subject to Article XIISection 8, the Issuer each Borrower Entity may, by Issuer Borrower Order delivered to the Trustee at least two Business Days Collateral Agent prior to the date set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral Obligation is being redeemed or paid in full, direct the TrusteeCollateral Agent, or at the TrusteeCollateral Agent’s instructions, the Issuer Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate Paying Agent paying agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case against receipt of the redemption price or payment in full thereofthereof . Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if If an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(c) Subject to Article XIISection 8, the Issuer each Borrower Entity may, by Issuer Borrower Order, delivered to the Trustee at least two Business Days Collateral Agent prior to the date set for an exchange, tender or sale, certifying that a Collateral 103 Obligation is subject to an Offer and setting forth in reasonable detail the procedure for response to such Offer, direct the Trustee Collateral Agent or, at the TrusteeCollateral Agent’s instructions, the Issuer Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed, or, if such security is a Collateral Obligation for which a Security Entitlement has been created in an Issuer a Transaction Account, to cause it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Issuer Borrower Order, in each case against receipt of payment therefor, and the Lien of the Collateral Agent shall be automatically released f rom such Collateral Obligation without further action upon receipt of the applicable exchange, tender or Sale Proceeds. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if If an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(d) The Trustee Collateral Agent shall deposit any proceeds received from the disposition of a Pledged Obligation of the Borrower in the Principal Collection Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously applied to the purchase of Substitute o f substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Article X Section 6 and Article XII.
Section 8. (e) The Trustee Upon satisfaction of any of the conditions set forth in this Section 6.8 for the sale or release of a Collateral Obligation in whole, the Borrower (or the Collateral Manager on its behalf) shall, upon by delivery to the Collateral Agent and the Collateral Custodian of a request for release substantially in the form of Exhibit D (with a copy to the Lenders) (which may be delivered concurrently with the Borrower Order delivered pursuant to Section 6.7(a)), direct the release of the related Custody Documents for such Collateral Obligation which are held by the Collateral Agent or the Collateral Custodian in physical custody pursuant to Section 6.6. Upon receipt of an Issuer Order at such time direction, the Collateral Agent or the Collateral Custodian shall release the related Custody Documents to the Borrower (or the Collateral Manager on its behalf ) (or as there are no Class A Notes Outstanding otherwise provided in the related release request) and all obligations the Borrower (or the Collateral Manager on its behalf) will not be required to return the related Custody Documents to the Collateral Agent or the Collateral Custodian. Written instructions as to the method of shipment and shipper(s) the Collateral Agent or the Collateral Custodian is directed to utilize in connection with the transmission of Custody Documents in the performance of the Issuer Collateral Agent’s or the Collateral Custodian’s duties hereunder have been satisfied shall be delivered by the Borrower (as evidenced by an Officer’s Certificateor the Collateral Manager on its behalf ) to the Collateral Agent or the Collateral Custodian prior to any shipment of any Custody Documents hereunder. If the Collateral Agent or the Collateral Custodian does not receive such written instruction f rom the Borrower (or the Collateral Manager on its behalf ), release the Collateral from Agent or the lien Collateral Custodian shall be authorized and indemnified as provided herein to utilize a nationally recognized courier service. The Collateral Manager shall arrange for the provision of this Indenturesuch services at the sole cost and expense of the Borrower and shall maintain such insurance against loss or damage to the Custody Documents as the Collateral Manager deems appropriate.
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Samples: Credit Agreement (New Mountain Guardian III BDC, L.L.C.)
Custodianship and Release of Collateral. (a) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the settlement date for any sale of a Collateral Obligation (or in the case of subclause (v), below, loan) (x) in the case of Defaulted Obligations, Withholding Tax Securities, or Equity Securities, direct the Trustee Collateral Agent to release such Collateral Obligation and, upon receipt of such Issuer Borrower Order, the Trustee Collateral Agent shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Borrower Order or against receipt of the sales price therefor as set forth in such Issuer Borrower Order; provided, however, provided that the Trustee Collateral Agent may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or (y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has become a Defaulted Obligation (which certification shall contain a short statement of the reason for such determination), and in each case, that the sale of such Collateral Obligation will comply with said Section 12.1(a)8, (ii) during the Initial Investment Period, the sale of such Collateral Obligation and the proposed purchase and delivery of Substitute Collateral Obligations will comply with Section 3.4(a), the terms and conditions set forth herein or (iii) the sale of such Collateral Obligation will comply with Section 12.1(a), or (iv) the sale of such Collateral Obligation is being effected in conjunction with a redemption pursuant to Section 9.1(a)terms and conditions set forth herein, and direct the Trustee Collateral Agent to release such Collateral Obligation and, upon receipt of such Issuer Borrower Order, the Trustee Collateral Agent shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Borrower Order or against receipt of the sales price therefor as set forth in such Issuer Borrower Order; provided, however, provided that the Trustee Collateral Agent may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery customcustom and, in each case, the Lien of the Collateral Agent shall automatically be released from such Collateral Obligation without further action upon receipt of the Sale Proceeds.
(b) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral Obligation is being redeemed or paid in full, direct the TrusteeCollateral Agent, or at the Trustee’s Collateral Agent's instructions, the Issuer Borrower Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate Paying Agent paying agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case against receipt of the redemption price or payment in full thereofthereof and the Lien of the Collateral Agent shall automatically be released from such Collateral Obligation without further action upon receipt of the applicable redemption or repayment amount. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(c) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order, delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for an exchange, tender or sale, certifying that a Collateral Obligation is subject to an Offer and setting forth in reasonable detail the procedure for response to such Offer, direct the Trustee Collateral Agent or, at the Trustee’s Collateral Agent's instructions, the Issuer Borrower Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed, or, if such security is a Collateral Obligation for which a Security Entitlement has been created in an Issuer Borrower Account, to cause it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Issuer Borrower Order, in each case against receipt of payment therefortherefor and the Lien of the Collateral Agent shall automatically be released from such Collateral Obligation without further action upon receipt of the applicable exchange tender or Sale Proceeds. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(d) The Trustee Collateral Agent shall deposit any proceeds received from the disposition of a Pledged Obligation in the Principal Collection Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously applied apply to the purchase of Substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Article X Section 6 and Article XIISection 8.
(e) The Trustee Lien of the Collateral Agent on the Collateral under the Collateral Documents shall, upon receipt of an Issuer a Borrower Order at such time as there are no Class A Notes Outstanding Loans outstanding and all obligations of the Issuer Borrower hereunder have been satisfied (as evidenced by an Officer’s 's Certificate), release the Collateral from the lien of this Indenture) automatically be released.
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Custodianship and Release of Collateral. (a) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the settlement date for any sale of a Collateral Obligation (or in the case of subclause (v), below, loan) (x) in the case of Defaulted Obligations, Withholding Tax Securities, or Equity SecuritiesIneligible Asset, direct the Trustee Collateral Agent to release such Collateral Obligation and, upon receipt of such Issuer Borrower Order, if the Trustee sale of such Collateral Obligation or Ineligible Asset is in compliance with the restrictions on sale and the other terms in Section 8 and the Administrative Agent has consented to such sale pursuant to Section 8, the Collateral Agent shall deliver (or cause the delivery of) any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Borrower Order or against receipt of the sales price therefor as set forth in such Issuer Borrower Order; provided, however, provided that the Trustee Collateral Agent may deliver (or cause the delivery of) any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or (y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has become a Defaulted Obligation (which certification shall contain a short statement the Lien of the reason for such determination), and in each case, that the sale of Collateral Agent shall be automatically released from such Collateral Obligation will comply with Section 12.1(a), (ii) during the Initial Investment Period, the sale of such Collateral Obligation and the proposed purchase and delivery of Substitute Collateral Obligations will comply with Section 3.4(a), (iii) the sale of such Collateral Obligation will comply with Section 12.1(a), or (iv) the sale of such Collateral Obligation is being effected in conjunction with a redemption pursuant to Section 9.1(a), and direct the Trustee to release such Collateral Obligation and, Ineligible Asset without further action upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or against receipt of the sales price therefor as set forth in such Issuer Order; provided, however, that the Trustee may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery customSale Proceeds.
(b) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral Obligation is being redeemed or paid in full, direct the TrusteeCollateral Agent, or at the TrusteeCollateral Agent’s instructions, the Issuer Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate Paying Agent paying agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case against receipt of the redemption price or payment in full thereof. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if If an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(c) Subject to Article XIISection 8, the Issuer Borrower may, by Issuer Borrower Order, delivered to the Trustee Collateral Agent at least two Business Days prior to the date set for an exchange, tender or sale, certifying that a Collateral Obligation is subject to an Offer and setting forth in reasonable detail the procedure for response to such Offer, direct the Trustee Collateral Agent or, at the TrusteeCollateral Agent’s instructions, the Issuer Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed, or, if such security is a Collateral Obligation for which a Security Entitlement has been created in an Issuer a Transaction Account, to cause it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Issuer Borrower Order, in each case against receipt of payment therefor, and the Lien of the Collateral Agent shall be automatically released from such Collateral Obligation without further action upon receipt of the applicable exchange, tender or Sale Proceeds. Except with respect to Defaulted Obligations, Withholding Tax Securities and Equity Securities, if If an Event of Default has occurred and is continuing at the time of such direction, the TrusteeCollateral Agent, if so directed by a Majority of the Controlling ClassRequisite Lenders, shall disregard such direction.
(d) The Trustee Collateral Agent shall deposit any proceeds received from the disposition of a Pledged Obligation of the Borrower in the Principal Collection Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously be applied to the purchase of Substitute substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Article X Section 6 and Article XIISection 8.
(e) The Trustee shall, upon receipt of an Issuer Order at such time as there are no Class A Notes Outstanding and all obligations of the Issuer hereunder have been satisfied (as evidenced by an Officer’s Certificate), release the Collateral from the lien of this Indenture.
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Samples: Credit Agreement (Owl Rock Technology Income Corp.)
Custodianship and Release of Collateral. (a) Subject to Article XII, the Issuer maymay (but is not obliged to), by Issuer Order delivered to the Trustee at least two Business Days prior to the settlement date for any sale of a Collateral Obligation (or in the case of subclause (v), below, loan) (x) in the case of Defaulted Obligations, Warranty Transferred Assets, Zero Value Assets, Withholding Tax Securities, or Equity Securities, direct the Trustee to release such Collateral Obligation and, upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or against receipt of the sales price therefor as set forth in such Issuer Order; provided, however, that the Trustee may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom, or (y) if no Event of Default has occurred and is continuing, certify that (i) it has determined that a Collateral Obligation has become a Defaulted Obligation (which certification shall contain a short statement of the reason for such determination), and in each case, that the sale of such Collateral Obligation will comply with Section 12.1(a)[reserved], (ii) during the Initial Investment Reinvestment Period, the sale of such Collateral Obligation and the proposed purchase and delivery of Substitute Collateral Obligations (if any) will comply with Section 3.4(a), (iii) the sale of such Collateral Obligation will comply with Section 12.1(a), or (iv) the sale of such Collateral Obligation is being effected in conjunction with a redemption pursuant to Section 9.1(a)9.1 or Section 9.2, and direct the Trustee to release such Collateral Obligation and, upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral Obligation, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or against receipt of the sales price therefor as set forth in such Issuer Order; provided, however, that the Trustee may deliver any such Collateral Obligation in physical form for examination in accordance with street delivery custom.
(b) Subject to Article XII, the Issuer maymay (but is not obliged to), by Issuer Order delivered to the Trustee at least two Business Days prior to the date set for redemption or payment in full of a Pledged Obligation or other item of Collateral and certifying that such Collateral Obligation is being redeemed or paid in full, direct the Trustee, or at the Trustee’s instructions, the Issuer Accounts Securities Intermediary, to deliver such Collateral Obligation, if in physical form, duly endorsed, to cause it to be presented, or otherwise appropriately deliver or present such security or debt obligation, to the appropriate Paying Agent therefor or other Person responsible for payment thereon on or before the date set for redemption or payment, in each case against receipt of the redemption price or payment in full thereof. Except with respect to Defaulted Obligations, Warranty Transferred Assets, Zero Value Assets, Withholding Tax Securities and Securities, Equity Securities, and any other Collateral Obligations that fail to satisfy all of the Eligibility Criteria, if an Event of Default has occurred and is continuing continuing, at the time of such direction, the Trustee, if so directed by a Majority of the Controlling ClassLiquidation Agent, shall disregard such direction.
(c) Subject to Article XII, the Issuer may, by Issuer Order, delivered to the Trustee at least two Business Days prior to the date set for an exchange, tender or sale, certifying that a Collateral Obligation is subject to an Offer and setting forth in reasonable detail the procedure for response to such Offer, direct the Trustee or, at the Trustee’s instructions, the Issuer Accounts Securities Intermediary, to deliver such security or debt obligation, if in physical form, duly endorsed, or, if such security is a Collateral Obligation for which a Security Entitlement has been created in an Issuer Account, to cause it to be delivered, or otherwise appropriately deliver or present such security or debt obligation, in accordance with such Issuer Order, in each case against receipt of payment therefor. Except with respect to Defaulted Obligations, Warranty Transferred Assets, Zero Value Assets, Withholding Tax Securities and Securities, Equity Securities, and any other Collateral Obligations that fail to satisfy all of the Eligibility Criteria, if an Event of Default has occurred and is continuing continuing, at the time of such direction, the Trustee, if so directed by a Majority of the Controlling ClassLiquidation Agent, shall disregard such direction.
(d) The Trustee shall deposit any proceeds received from the disposition of a Pledged Obligation in the Principal Collection Account and/or the Interest Collection Account, as the case may be, unless directed to simultaneously applied to the purchase of Substitute Collateral Obligations or Eligible Investments as permitted under and in accordance with this Article X and Article XII.
(e) The Trustee shall, upon receipt of an Issuer Order at such time as there are no Class A Notes Outstanding and all obligations of the Issuer hereunder have been satisfied (as evidenced by an Officer’s Certificate), release the Collateral from the lien of this Indenture.
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Samples: Indenture (FS Energy & Power Fund)