Release of Lien on Collateral. On the date (i) any Loan expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) for which the Borrower has paid all required amounts pursuant to Section 2.15 with respect to the related Loan, (iv) any Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunder, the Trustee for the benefit of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Trustee for the benefit of the Secured Parties in, to and under such Loan (or all Loans in the case of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, (i) execute such instruments of release in favor of the Borrower with respect to the portion of the Collateral to be released from the Lien of this Agreement as the Borrower may reasonably request (in recordable form if necessary), (ii) deliver any portion of the Collateral to be released from the Lien of this Agreement in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, as are necessary and appropriate to release the Lien of the Trustee, for the benefit of the Secured Parties, on the portion of the Collateral to be released and deliver to the Borrower such portion of the Collateral to be released to the Borrower.
Appears in 3 contracts
Samples: Revolving Credit Agreement (NewStar Financial, Inc.), Revolving Credit Agreement (NewStar Financial, Inc.), Revolving Credit Agreement (NewStar Financial, Inc.)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan Collateral expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount or (ii) any Loan has been the subject of a Discretionary Sale, (iii) for which the Borrower has paid all required amounts Substitution or a sale or repurchase of a Warranty Loan permitted pursuant to Section 2.15 2.14 and all Proceeds thereof have been deposited in the Collection Account, the lien and security interest granted hereunder in favor of the Administrative Agent shall be released automatically without any further action by any Person. In connection with respect to the related Loanany Discretionary Sale, (iv) any Substitution or a sale or repurchase of a Warranty Loan is sold or otherwise disposed of by the Borrower permitted pursuant to this Agreement or the Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderSection 2.14, the Trustee Administrative Agent, as agent for the benefit of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to will after the Borrower, without recourse, representation or warranty, all deposit by the right, title and interest of the Trustee for the benefit of the Secured Parties in, to and under such Loan Borrower (or all Loans in the case Collateral Manager on its behalf) of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for any Proceeds thereof into the benefit of the Secured Parties, shallCollection Account, at the sole expense of the Borrower, (i) execute such instruments of release in favor of the Borrower with respect to the portion of the Collateral to be released from the Lien of this Agreement as the Borrower may reasonably request (in recordable form if necessary), (ii) deliver any portion of the Collateral to be released from the Lien of this Agreement in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, as are necessary and appropriate to release the Lien of the Trustee, for the benefit of the Secured Parties, on the portion of the Collateral to be released and deliver to the Borrower (or the Collateral Manager on its behalf) any assignments, bills of sale, termination statements and any other releases and instruments as the Borrower (or the Collateral Manager on its behalf) may reasonably request in order to effect the release and transfer of such portion Collateral; provided that, the Administrative Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such sale or transfer and assignment. Nothing in this Section 7.2 shall diminish the Collateral Manager’s obligations pursuant to Section 5 of the Collateral to be released Management Agreement with respect to the BorrowerProceeds of any such Discretionary Sale, Substitution or a sale or repurchase of a Warranty Loan.
Appears in 2 contracts
Samples: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.), Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount or (ii) any Loan has been the subject of a Discretionary Sale, (iii) for which the Borrower has paid all required amounts Substitution or Optional Sale pursuant to Section 2.15 with respect to 2.14, has been sold as required under the related Loan, (iv) any Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the applicable Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderhas been sold pursuant to Section 9.2, the Trustee Collateral Agent, as agent for the benefit Secured Parties will, to the extent requested by the Servicer or the Borrower, release its interest in such Collateral. In connection with any release of such Collateral, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to will upon receipt into the Borrower, without recourse, representation or warranty, all the right, title and interest General Collection Account of the Trustee for the benefit Proceeds of the Secured Parties inany such sale, to and under such Loan (payment in full or all Loans prepayment in the case full of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shalla Loan, at the sole expense of the Borrower, (i) execute such instruments of release in favor of and deliver to the Borrower with respect to or the portion Servicer (or its designee) requesting the same, any assignments, bills of the Collateral to be released from the Lien of this Agreement sale, termination statements and any other releases and instruments as the Borrower such Person may reasonably request (in recordable form if necessary)order to effect the release and transfer of such Collateral, (ii) deliver (and cause the Collateral Custodian to deliver) any portion of the Collateral to be released from the Lien of granted under this Agreement in its possession to or at the direction of the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Collateral Agent for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released and deliver delivered to or at the direction of the Borrower such portion of the Collateral to be released so released; provided that, the Collateral Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such release, sale, transfer and/or assignment. Nothing in this Section shall diminish the Servicer’s obligations pursuant to Section 6.5 with respect to the BorrowerProceeds of any such sale.
Appears in 2 contracts
Samples: Loan and Security Agreement (Blue Owl Credit Income Corp.), Loan and Security Agreement (Owl Rock Core Income Corp.)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount or (ii) any Loan has been the subject of a Discretionary Sale, (iii) for which the Borrower has paid all required amounts Substitution or Optional Sale pursuant to Section 2.15 2.14, has been sold to the Equityholder as required under the Sale Agreement or has been sold pursuant to Section 9.2, the Collateral Agent, as agent for the Secured Parties will, to the extent requested by the Collateral Manager or the Borrower, release its interest in such Collateral. In connection with any release of such Collateral, the Collateral Agent and, with respect to the related Loan, (iv) any Required Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderDocuments, the Trustee for the benefit Custodian, on behalf of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to will upon receipt into the Borrower, without recourse, representation or warranty, all the right, title and interest Collection Account of the Trustee for the benefit Proceeds of the Secured Parties inany such sale, to and under such Loan (payment in full or all Loans prepayment in the case full of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shalla Loan, at the sole expense of the Borrower, (i) execute such instruments of release in favor of and deliver to the Borrower with respect to the portion of or the Collateral to be released from Manager (or its designee) requesting the Lien same, any assignments, bills of this Agreement sale, termination statements and any other releases and instruments as the Borrower such Person may reasonably request (in recordable form if necessary)order to effect the release and transfer of such Collateral, (ii) deliver any portion of the Collateral to be released from the Lien of granted under this Agreement in its possession to or at the direction of the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Collateral Agent for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released and deliver delivered to or at the direction of the Borrower such portion of the Collateral to be released so released; provided that, the Collateral Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such release, sale, transfer and/or assignment. Nothing in this Section 8.2 shall diminish the Collateral Manager’s obligations pursuant to Section 6.5 with respect to the BorrowerProceeds of any such sale.
Appears in 2 contracts
Samples: Loan and Security Agreement (Palmer Square Capital BDC Inc.), Loan and Security Agreement (Palmer Square Capital BDC Inc.)
Release of Lien on Collateral. On the date (i) any Loan Receivable expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan Receivable becomes a Prepaid Loan Receivable and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) for on which the applicable Borrower has paid all required amounts pursuant to Section 2.15 with respect to the related LoanReceivable, (iv) any Loan Receivable is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement substituted for in accordance with Section 2.15, or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderSection 13.6, the Trustee Administrative Agent, as agent for the benefit of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to the applicable Borrower, without recourse, representation or warranty, all the right, title and interest of the Trustee Administrative Agent, as agent for the benefit of the Secured Parties in, to and under such Loan Receivable (or all Loans Receivables in the case of clause (ivv)), all related Collateral and all future monies due or to become due with respect thereto. The TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties, shall, at the sole expense of the such Borrower, (i) execute such instruments of release in favor of the such Borrower with respect to the portion of the Collateral to be released from the Lien of this Agreement as the applicable Borrower may reasonably request (in recordable form if necessary), (ii) deliver any portion of the Collateral to be released from the Lien of this Agreement in its possession to the applicable Borrower and (iii) otherwise take such actions, and cause or permit the Trustee Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Trustee, for the benefit of Administrative Agent and the Secured Parties, Parties on the portion of the Collateral to be released and deliver to the applicable Borrower such portion of the Collateral to be released to the applicable Borrower.
Appears in 2 contracts
Samples: Revolving Credit Agreement (CLST Holdings, Inc.), Revolving Credit Agreement (CLST Holdings, Inc.)
Release of Lien on Collateral. On At the date same time as (i) any Loan Collateral expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan Asset becomes a Prepaid Loan Asset in full and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) for which the Borrower has paid all required amounts pursuant to such Asset is repurchased or replaced in accordance with Section 2.15 with respect to the related Loan2.19, (iv) any Loan is sold or otherwise disposed of such Asset has been repurchased by the Borrower Seller pursuant to this Agreement or the Sale Agreement or Section 2.14, (v) this Agreement terminates in accordance with such Asset has been the terms hereof upon full and final payment subject of an Optional Sale pursuant to Section 2.20, (vi) such Asset has been the subject of a Discretionary Sale pursuant to Section 2.21, or (vii) the earlier of (a) the termination of the Aggregate Unpaids Facility Amount in whole pursuant to Section 2.5(a) and any other related obligations payable hereunder(b) the Collection Date, the Trustee for the benefit of the Secured PartiesParties will, shall automatically and without further action be deemed to transfer, assign and set-over to the Borrowerextent requested by the Servicer, without recourserelease its interest in such Collateral. In connection with any sale of such Related Property, representation or warranty, all the right, title and interest of the Trustee for the benefit of the Secured Parties in, to and under such Loan (or all Loans in will after the case of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for deposit by the benefit Servicer of the Secured Parties, shallProceeds of such sale into the Collection Account, at the sole expense of the BorrowerServicer, (i) execute such instruments of release in favor of the Borrower with respect and deliver to the portion Servicer any assignments, bills of the Collateral to be released from the Lien of this Agreement sale, termination statements and any other releases and instruments as the Borrower Servicer may reasonably request (in recordable form if necessary), (ii) deliver any portion order to effect the release and transfer of the Collateral to be released from the Lien of this Agreement in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit Related Property; provided that the Trustee to take such actions, as are necessary and appropriate to release the Lien of the Trustee, for the benefit of the Secured PartiesParties will make no representation or warranty, on express or implied, with respect to any such Related Property in connection with such sale or transfer and assignment. Nothing in this section shall diminish the portion of the Collateral Servicer’s obligations pursuant to be released and deliver Section 6.6 with respect to the Borrower Proceeds of any such portion of the Collateral to be released to the Borrowersale.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (NewStar Financial, Inc.), Sale and Servicing Agreement (NewStar Financial, Inc.)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount or (ii) any Loan has been the subject of a Discretionary Sale, (iii) for which the Borrower has paid all required amounts Substitution or Optional Sale pursuant to Section 2.15 with respect 2.14 or has been sold pursuant to Section 9.2, the Collateral Agent, as agent for the Secured Parties will, to the related Loan, (iv) any Loan is sold or otherwise disposed of extent requested by the Borrower pursuant to this Agreement Collateral Manager or the Sale Agreement or (v) this Agreement terminates Borrower, release its interest in accordance such Collateral. In connection with the terms hereof upon full and final payment any release of the Aggregate Unpaids and any other related obligations payable hereundersuch Collateral, the Trustee for the benefit Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to will upon receipt into the Borrower, without recourse, representation or warranty, all the right, title and interest Collection Account of the Trustee for the benefit Proceeds of the Secured Parties inany such sale, to and under such Loan (payment in full or all Loans prepayment in the case full of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shalla Loan, at the sole expense of the Borrower, (i) execute such instruments of release in favor of and deliver to the Borrower with respect to the portion of or the Collateral to be released from Manager (or its designee) requesting the Lien same, any assignments, bills of this Agreement sale, termination statements and any other releases and instruments as the Borrower such Person may reasonably request (in recordable form if necessary)order to effect the release and transfer of such Collateral, (ii) deliver any portion of the Collateral to be released from the Lien of granted under this Agreement in its possession to or at the direction of the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Collateral Agent for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released and deliver delivered to or at the direction of the Borrower such portion of the Collateral to be released so released; provided that, the Collateral Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such release, sale, transfer and/or assignment. Nothing in this Section 8.2 shall diminish the Collateral Manager’s obligations pursuant to Section 6.5 with respect to the BorrowerProceeds of any such sale.
Appears in 1 contract
Samples: Loan and Security Agreement (Nuveen Churchill BDC INC.)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan Collateral expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount or (ii) any Loan has been the subject of a Discretionary Sale, (iii) for which the Borrower has paid all required amounts Substitution or a sale or repurchase of a Warranty Loan permitted pursuant to Section 2.15 2.14 and all Proceeds thereof have been deposited in the Collection Account, the lien and security interest granted hereunder in favor of the Administrative Agent shall be released automatically without any further action by any Person. In connection with respect to the related Loanany Discretionary Sale, (iv) any Substitution or a sale or repurchase of a Warranty Loan is sold or otherwise disposed of by the Borrower permitted pursuant to this Agreement or the Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderSection 2.14, the Trustee Administrative Agent, as agent for the benefit of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to will after the Borrower, without recourse, representation or warranty, all deposit by the right, title and interest of the Trustee for the benefit of the Secured Parties in, to and under such Loan Borrower (or all Loans in the case of clause (iv)Collateral Manager on its behalf), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for of any Proceeds thereof into the benefit of the Secured Parties, shallCollection Account, at the sole expense of the Borrower, (i) Borrower execute such instruments of release in favor of the Borrower with respect to the portion of the Collateral to be released from the Lien of this Agreement as the Borrower may reasonably request (in recordable form if necessary), (ii) deliver any portion of the Collateral to be released from the Lien of this Agreement in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, as are necessary and appropriate to release the Lien of the Trustee, for the benefit of the Secured Parties, on the portion of the Collateral to be released and deliver to the Borrower such portion of (or the Collateral Manager on its behalf) any assignments, bills of sale, termination statements and any other releases and instruments as the Borrower (or the Collateral Manager on its behalf) may reasonably request in order to be released effect the release and transfer of such Collateral; provided that the Administrative Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such sale or transfer and assignment. Nothing in this Section 8.2 shall diminish the Collateral Manager’s obligations pursuant to Section 6.5 with respect to the BorrowerProceeds of any such Discretionary Sale, Substitution or a sale or repurchase of a Warranty Loan.
Appears in 1 contract
Samples: Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
Release of Lien on Collateral. On (a) Upon deposit into the date (i) any Loan expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) for which the Borrower has paid Payment Account of all required amounts pursuant then required to Section 2.15 with respect be deposited to the related Loan, (iv) any Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement or (v) this Agreement terminates effect a Payment in Full in accordance with the terms hereof this Agreement and termination of all Commitments in accordance with this Agreement, and upon full and final payment receipt of a certificate of a Responsible Officer of the Aggregate Unpaids Borrower or of the Collateral Servicer on behalf of the Borrower as provided in Section 8.08(e) and any other related obligations payable hereunderwritten request therefor, the Trustee for the benefit Trustee, on behalf of the Secured Parties, shall automatically shall, upon execution of the Payoff Letter, terminate and without further action be deemed to release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Trustee Trustee, for the benefit of the Secured Parties in, to and under such Loan (or all Loans in the case of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for the benefit any such Collateral, and all Proceeds and products of the Secured Partiesforegoing. In addition, shallthe Trustee, at the sole expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower with respect to the portion of the Collateral to be released from the Lien of this Agreement or its designees as the Borrower or the Collateral Servicer may reasonably request (in recordable form if necessary)request, (ii) deliver to the Borrower or its designees any portion of the Collateral to be released from (including the Lien of this Agreement applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Servicer with the consent thereto of the Administrative Agent required pursuant to Section 11.09 and (iii) otherwise take such actions, and cause actions as requested by the Borrower or permit by the Trustee to take such actions, Collateral Servicer as are necessary and appropriate to release the Lien of the Trustee, Trustee for the benefit of the Secured Parties, on the portion of Parties in the Collateral to be released and deliver transfer the same to the Borrower such portion of the Collateral to be released to the Borroweror its designees.
Appears in 1 contract
Samples: Credit and Security Agreement (NewStar Financial, Inc.)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan Portfolio Investment expires by its terms or is prepaid in full and all amounts in respect thereof have been paid in full by the related Obligor or lessee issuer and deposited in the Collection Account, Account or (ii) any Loan becomes Portfolio Investment has been the subject of a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountDiscretionary Sale, (iii) for which the Borrower has paid all required amounts Substitution or Optional Sale pursuant to Section 2.15 or has been sold pursuant to Section 9.2, the Collateral Agent, as agent for the Secured Parties will, to the extent requested by the Collateral Manager or the Borrower, release its interest in such Collateral. In connection with any release of such Collateral, the Collateral Agent and, with respect to the related Loan, (iv) any Required Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderDocuments, the Trustee for the benefit Custodian, on behalf of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to will upon receipt into the Borrower, without recourse, representation or warranty, all the right, title and interest Collection Account of the Trustee for the benefit Proceeds of the Secured Parties inany such sale, to and under such Loan (payment in full or all Loans prepayment in the case full of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shalla Portfolio Investment, at the sole expense of the Borrower, (i) execute such instruments of release in favor of and deliver to the Borrower with respect to the portion of or the Collateral to be released from Manager (or its designee) requesting the Lien same, any assignments, bills of this Agreement sale, termination statements and any other releases and instruments as the Borrower such Person may reasonably request (in recordable form if necessary)order to effect the release and transfer of such Collateral, (ii) deliver any portion of the Collateral to be released from the Lien of granted under this Agreement in its possession to or at the direction of the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Collateral Agent for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released and deliver delivered to or at the direction of the Borrower such portion of the Collateral to be released so released; provided that, the Collateral Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such release, sale, transfer and/or assignment. Nothing in this Section shall diminish the Collateral Manager’s obligations pursuant to Section 6.5 with respect to the BorrowerProceeds of any such sale.
Appears in 1 contract
Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount or (ii) any Loan has been the subject of a Discretionary Sale, (iii) for which the Borrower has paid all required amounts Substitution or Optional Sale pursuant to Section 2.15 with respect 2.14, has been sold as required under a Transfer Agreement or has been sold pursuant to Section 9.2, the Collateral Agent, as agent for the Secured Parties will, to the related Loan, (iv) any Loan is sold or otherwise disposed of extent requested by the Borrower pursuant to this Agreement Collateral Manager or the Sale Agreement or (v) this Agreement terminates Borrower, release its interest in accordance such Collateral. In connection with the terms hereof upon full and final payment any release of the Aggregate Unpaids and any other related obligations payable hereundersuch Collateral, the Trustee for the benefit Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to will upon receipt into the Borrower, without recourse, representation or warranty, all the right, title and interest General Collection Account of the Trustee for the benefit Proceeds of the Secured Parties inany such sale, to and under such Loan (payment in full or all Loans prepayment in the case full of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shalla Loan, at the sole expense of the Borrower, (i) execute such instruments of release in favor of and deliver to the Borrower with respect to the portion of or the Collateral to be released from Manager (or its designee) requesting the Lien same, any assignments, bills of this Agreement sale, termination statements and any other releases and instruments as the Borrower such Person may reasonably request (in recordable form if necessary)order to effect the release and transfer of such Collateral, (ii) deliver any portion of the Collateral to be released from the Lien of granted under this Agreement in its possession to or at the direction of the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Collateral Agent for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released and deliver delivered to or at the direction of the Borrower such portion of the Collateral to be released so released; provided that, the Collateral Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such release, sale, transfer and/or assignment. Nothing in this Section shall diminish the Collateral Manager’s obligations pursuant to Section 6.5 with respect to the BorrowerProceeds of any such sale.
Appears in 1 contract
Samples: Loan and Security Agreement (Stepstone Private Credit Fund LLC)
Release of Lien on Collateral. On At the date same time as (i) any Collateral that is subject to a sale, transfer, pledge or other disposition permitted hereunder or to which the Required Lenders have consented (including, without limitation, any Loan expires by its terms has been the subject of a Discretionary Sale and all amounts in respect thereof have any Collateral has been paid in full by the related Obligor posted as margin to secure any Hedging Agreement) or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) for which the Borrower has paid all required amounts pursuant to Section 2.15 with respect to the related Loan, (iv) any Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderSection 12.6, the Trustee Administrative Agent, as agent for the benefit Secured Parties will promptly (and in any event within two (2) Business Days of such request), to the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to extent requested by the Borrower, release its interest in such Collateral; provided that, such Collateral shall be automatically released from the Lien of this Agreement and the other Transaction Documents, without recourse, representation or warranty, all the right, title and interest any action of the Trustee for Administrative Agent or any Secured Party to the benefit extent such sale, pledge, transfer or other disposition (i) occurs in the ordinary course of the Secured Parties inBorrower’s business and (ii) is not prohibited under this Agreement. In connection with any sale, to pledge, transfer or other disposition of such Collateral, the Administrative Agent will promptly (and under such Loan in any event within two (or all Loans in the case 2) Business Days of clause (ivany request)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, (i) execute such instruments of release in favor of and deliver to the Borrower with respect to the portion any assignments, bills of the Collateral to be released from the Lien of this Agreement as the Borrower may reasonably request sale, termination statements and any other releases and instruments (in recordable form if necessaryappropriate), (ii) deliver any portion of the Collateral to be released from the Lien of this Agreement in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee Custodian to take such actions, in each case as are necessary the Borrower may reasonably request in order to evidence and/or effect the release and appropriate to release transfer of such Collateral; provided that, the Lien of the TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties, on will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such sale, pledge, transfer or other disposition. Nothing in this section shall diminish the portion of the Collateral Borrower’s obligations pursuant to be released and deliver Section 6.5 with respect to the Borrower Proceeds of any such portion of the Collateral to be released to the Borrowersale.
Appears in 1 contract
Samples: Loan and Security Agreement (Crescent Capital BDC, Inc.)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount or (ii) any Loan has been the subject of a Discretionary Sale, (iii) for which the Borrower has paid all required amounts Substitution or Optional Sale pursuant to Section 2.15 with respect 2.14 or has been sold pursuant to Section 9.2, the Collateral Agent, as agent for the Secured Parties will, to the related Loan, (iv) any Loan is sold or otherwise disposed of extent requested by the Borrower pursuant to this Agreement Collateral Manager or the Sale Agreement or (v) this Agreement terminates Borrower, release its interest in accordance such Collateral. In connection with the terms hereof upon full and final payment any release of the Aggregate Unpaids and any other related obligations payable hereundersuch Collateral, the Trustee for the benefit Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to will upon receipt into the Borrower, without recourse, representation or warranty, all the right, title and interest Collection Account of the Trustee for the benefit Proceeds of the Secured Parties inany such sale, to and under such Loan (payment in full or all Loans prepayment in the case full of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shalla Loan, at the sole expense of the Borrower, (i) execute such instruments of release in favor of and deliver to the Borrower with respect to the portion of or the Collateral to be released from Manager (or its designee) requesting the Lien same, any assignments, bills of this Agreement sale, termination statements and any other releases and instruments as the Borrower such Person may reasonably request (in recordable form if necessary)order to effect the release and transfer of such Collateral, (ii) deliver any portion of the USActive 57310676.6USActive 60324964.3 Collateral to be released from the Lien of granted under this Agreement in its possession to or at the direction of the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Collateral Agent for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released and deliver delivered to or at the direction of the Borrower such portion of the Collateral to be released so released; provided that, the Collateral Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such release, sale, transfer and/or assignment. Nothing in this Section 8.2 shall diminish the Collateral Manager’s obligations pursuant to Section 6.5 with respect to the BorrowerProceeds of any such sale.
Appears in 1 contract
Samples: Loan and Security Agreement (Nuveen Churchill Direct Lending Corp.)
Release of Lien on Collateral. On the date (i) any Loan expires by its terms and all amounts in respect thereof have Receivable has been paid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan Receivable becomes a Prepaid Loan Receivable and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) for which the Borrower has paid all required amounts pursuant to Section 2.15 with respect to the related LoanReceivable, or (iv) any Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids Facility Amount and any other related obligations payable hereunder, the Trustee Administrative Agent, as agent for the benefit of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Trustee Administrative Agent, as agent for the benefit of the Secured Parties in, to and under such Loan Receivable (or all Loans Receivables in the case of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, (i) execute such instruments of release in favor of the Borrower with respect to the portion of the Collateral to be released from the Lien of this Agreement as the Borrower may reasonably request (in recordable form if necessary), (ii) deliver any portion of the Collateral to be released from the Lien of this Agreement in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Trustee, for the benefit of Administrative Agent and the Secured Parties, Parties on the portion of the Collateral to be released and deliver to the Borrower such portion of the Collateral to be released to the Borrower.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sparta Commercial Services, Inc.)
Release of Lien on Collateral. On At the date same time as (i) any Loan expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) for which the Borrower has paid all required amounts pursuant to Section 2.15 with respect to the related Loan, (ivii) any Loan is has been the subject of a Discretionary Sale, Substitution or Optional Sale, has been sold or otherwise disposed of by to the Borrower pursuant to this Agreement or Originator as required under the Sale Agreement or has been sold pursuant to Section 9.2, or (viii) this Agreement terminates in accordance with the terms hereof upon full and final payment earlier of (a) the termination of the Aggregate Unpaids Facility Amount in whole pursuant to Section 2.3(a) and any other related obligations payable hereunder(b) the Collection Date, the Trustee Trustee, as agent for the benefit Secured Parties will, to the extent requested by the Servicer or the Borrower, release its interest in such Collateral or contemporaneously release its interest in the Collateral as provided herein upon completion of such substitution or deposit of the required amounts into the Collection Account. In connection with any release of such Collateral, the Trustee, on behalf of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest will upon receipt of the Trustee for Proceeds of any such sale, payment in full or prepayment in full of a Loan into the benefit of the Secured Parties in, to and under such Loan (or all Loans in the case of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shallCollection Account, at the sole expense of the Borrower, (ix) execute such instruments of release in favor of and deliver to the Borrower with respect to or the portion Servicer (or its designee) requesting the same, any assignments, bills of the Collateral to be released from the Lien of this Agreement sale, termination statements and any other releases and instruments as the Borrower such Person may reasonably request (in recordable form if necessary)order to effect the release and transfer of such Collateral, (iiy) deliver any portion of the Collateral to be released from the Lien of granted under this Agreement in its possession to or at the direction of the Borrower or the Servicer (on behalf of the Borrower) and (iiiz) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Trustee for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released and deliver delivered to or at the direction of the Borrower or the Servicer on its behalf such portion of the Collateral to be released so released; provided that, the Trustee, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such release, sale, transfer and/or assignment. Nothing in this Section shall diminish the Servicer’s obligations pursuant to Section 6.5 with respect to the BorrowerProceeds of any such sale.
Appears in 1 contract
Samples: Loan and Security Agreement (NewStar Financial, Inc.)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount (ii) any Loan has been the subject of a Discretionary Sale, (iii) for which the Borrower has paid all required amounts Substitution or Optional Sale pursuant to Section 2.15 with respect 2.14, has been sold to the related Loan, (iv) any Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the a Seller as required under a Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderhas been sold pursuant to Section 9.2, the Trustee Trustee, as agent for the benefit Secured Parties will, to the extent requested by the Loan Manager or the Borrower, release its interest in such Collateral. In connection with any release of such Collateral, the Trustee, on behalf of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest will upon receipt of the Trustee for Proceeds of any such sale, payment in full or prepayment in full of a Loan into the benefit of the Secured Parties in, to and under such Loan (or all Loans in the case of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shallGeneral Collection Account, at the sole expense of the Borrower, (i) execute such instruments of release in favor of and deliver to the Borrower with respect to or the portion Loan Manager (or its designee) requesting the same, any assignments, bills of the Collateral to be released from the Lien of this Agreement sale, termination statements and any other releases and instruments as the Borrower such Person may reasonably request (in recordable form if necessary)order to effect the release and transfer of such Collateral, (ii) deliver any portion of the Collateral to be released from the Lien of granted under this Agreement in its possession to or at the direction of the Borrower or the Loan Manager (on behalf of the Borrower) and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Trustee for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released and deliver delivered to or at the direction of the Borrower or the Loan Manager on its behalf such portion of the Collateral to be released so released; provided that, the Trustee, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such release, sale, transfer and/or assignment. Nothing in this Section shall diminish the Loan Manager’s obligations pursuant to Section 6.5 with respect to the BorrowerProceeds of any such sale.
Appears in 1 contract
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan Collateral Obligation expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the applicable Collection AccountAccount or any subaccount thereof, (ii) any Collateral Obligation has been the subject of a Sale pursuant to Section 2.12(a) or (iii) this Agreement is terminated and the Obligations paid in full (other than contingent indemnification and reimbursement obligations for which the Borrower no claim giving rise thereto has paid all required amounts pursuant to Section 2.15 with respect to the related Loan, (iv) any Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderbeen asserted), the Trustee Collateral Custodian, as agent for the benefit of the Secured Parties, shall automatically and without further action be deemed to transferwill, assign and set-over to promptly following its receipt of a Borrower Order (which, if in connection with a Sale, may take the Borrowerform of a trade confirmation), without recourse, representation release its Lien on all or warranty, all the right, title and interest relevant portion of the Trustee for the benefit of the Secured Parties inCollateral, to and under such Loan (or all Loans which release, in the case of clause a termination of this Agreement, will occur simultaneously with the payment in full of the Obligations (ivother than contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted)). In connection with any such release, all related the Collateral and all future monies due or to become due with respect thereto. The TrusteeCustodian, for the benefit on behalf of the Secured Parties, shall, at the sole expense of the Borrowerapplicable Borrower Party, (iA) execute such instruments of release in favor of the Borrower with respect and deliver to the portion applicable Borrower Party any assignments, bills of sale, termination statements and other releases and instruments as the applicable Borrower Party may reasonably request in writing in order to effect the release of the Collateral to be released from the Custodian’s Lien of this Agreement as the Borrower may reasonably request (in recordable form if necessary)on such Collateral, (iiB) deliver any portion of the Possessory Collateral to be released from its Lien to and at the Lien written direction of this Agreement in its possession to the applicable Borrower Party and (iiiC) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Collateral Custodian for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released released, in each case delivered to and deliver to at the Borrower such portion written direction of the applicable Borrower Party (or the Collateral Manager on its behalf); provided that the Collateral Custodian, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to be released to the Borrowerany Collateral in connection with its release.
Appears in 1 contract
Samples: Revolving Loan Agreement (Owl Rock Core Income Corp.)
Release of Lien on Collateral. On the date (ia) any Loan Receivable expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iiib) for which any Receivable becomes a Prepaid Receivable and all amounts in respect thereof have been paid in full by the Borrower has paid all required amounts related Obligor and deposited in the Collection Account, (c) any Receivable is purchased by ***** pursuant to Section 2.15 with respect to the related LoanPurchase Agreement, (iv) any Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement or (vd) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderSection 13.6, the Trustee Administrative Agent, as agent for the benefit of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Trustee Administrative Agent, as agent for the benefit of the Secured Parties in, to and under such Loan Receivable (or all Loans Receivables in the case of clause (iv)d) above), all related Collateral and all future monies due or to become due with respect thereto. The TrusteeAdministrative Agent, as agent for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, (i) execute such instruments of release in favor of the Borrower with respect to the portion of the Collateral to be released from the Lien of this Agreement as the Borrower may reasonably request (in recordable form if necessary), (ii) deliver any portion of the Collateral to be released from the Lien of this Agreement in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Trustee, for the benefit of Administrative Agent and the Secured Parties, Parties on the portion of the Collateral to be released and deliver to the Borrower such portion of the Collateral to be released to the Borrower.
Appears in 1 contract
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount or (ii) any Loan has been the subject of a Discretionary Sale, Substitution (iiiincluding Substitution of a Warranty Loan) for which the Borrower has paid all required amounts or Optional Sale pursuant to Section 2.15 with respect 2.14 or has been sold pursuant to Section 9.2 , the Collateral Agent, on behalf of the Secured Parties will, to the related Loan, (iv) any Loan is sold or otherwise disposed of extent requested in writing by the Borrower pursuant to this Agreement Collateral Manager or the Sale Agreement or (v) this Agreement terminates Borrower, release its interest in accordance such Collateral. In connection with the terms hereof upon full and final payment any release of the Aggregate Unpaids and any other related obligations payable hereundersuch Collateral, the Trustee for the benefit Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to will upon the Borrower, without recourse, representation or warranty, all the right, title and interest written request of the Trustee for Collateral Agent and receipt into the benefit General Collection Account of the Secured Parties inProceeds of any such sale, to and under such Loan (payment in full or all Loans prepayment in the case full of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shalla Loan, at the sole expense of the Borrower, (i) execute such instruments of release in favor of and deliver to the Borrower with respect to the portion of or the Collateral to be released from Manager (or its designee) requesting the Lien same, any assignments, bills of this Agreement sale, termination statements and any other releases and instruments as the Borrower such Person may reasonably request (in recordable form if necessary)order to effect the release and transfer of such Collateral, (ii) deliver any portion of the Collateral to be released from the Lien of granted under this Agreement in its possession to or at the written direction of the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Collateral Agent for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released and deliver delivered to or at the written direction of the Borrower such portion of the Collateral to be released so released; provided that, the Collateral Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such release, sale, transfer and/or assignment. Nothing in this Section shall diminish the Collateral Manager’s obligations pursuant to Section 6.5 with respect to the BorrowerProceeds of any such sale.
Appears in 1 contract
Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan Collateral Obligation expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iiiii) for which any Collateral Obligation has been the Borrower has paid all required amounts subject of a Sale pursuant to Section 2.15 with respect to the related Loan, (iv2.12(a) any Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement or (viii) this Agreement terminates is terminated and the Obligations paid in accordance with the terms hereof upon full (other than contingent indemnification and final payment of the Aggregate Unpaids and any other related reimbursement obligations payable hereunderfor which no claim giving rise thereto has been asserted), the Trustee Collateral Custodian, as agent for the benefit of the Secured Parties, shall automatically and without further action be deemed to transferwill, assign and set-over to promptly following its receipt of a Borrower Order, release its Lien on all or the Borrower, without recourse, representation or warranty, all the right, title and interest relevant portion of the Trustee for the benefit of the Secured Parties inCollateral, to and under such Loan (or all Loans which release, in the case of clause a termination of this Agreement, will occur simultaneously with the payment in full of the Obligations (ivother than contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted)). In connection with any such release, all related the Collateral and all future monies due or to become due with respect thereto. The TrusteeCustodian, for the benefit on behalf of the Secured Parties, shall, at the sole expense of the Borrower, (iA) execute such instruments of release in favor of and deliver to the Borrower with respect to the portion any assignments, bills of the Collateral to be released from the Lien of this Agreement sale, termination statements and other releases and instruments as the Borrower may reasonably request (in recordable form if necessary)writing in order to effect the release of the Collateral Custodian’s Lien on such Collateral, (iiB) deliver any portion of the Possessory Collateral to be released from its Lien to and at the Lien written direction of this Agreement in its possession to the Borrower and (iiiC) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Collateral Custodian for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released released, in each case delivered to and deliver to at the written direction of the Borrower such portion of (or the Collateral to be released to Manager on the Borrower’s behalf); provided that the Collateral Custodian, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any Collateral in connection with its release.
Appears in 1 contract
Samples: Revolving Loan Agreement (TP Flexible Income Fund, Inc.)
Release of Lien on Collateral. On (a) At the date same time as (i) any Loan expires by its terms and all amounts in respect thereof have been paid or is prepaid in full by the related Obligor or lessee and deposited in the Collection Account, (ii) any Loan becomes a Prepaid Loan and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount or (ii) any Loan has been the subject of a Discretionary Sale, (iii) for which the Borrower has paid all required amounts Substitution or Optional Sale pursuant to Section 2.15 2.14, has been sold to the Equityholder as required under the Sale Agreement or has been sold pursuant to Section 9.2, the Collateral Agent, as agent for the Secured Parties will, to the extent requested by the Collateral Manager or the Borrower, release its interest in such Collateral. In connection with any release of such Collateral, the Collateral Agent and, with respect to the related Loan, (iv) any Required Loan is sold or otherwise disposed of by the Borrower pursuant to this Agreement or the Sale Agreement or (v) this Agreement terminates in accordance with the terms hereof upon full and final payment of the Aggregate Unpaids and any other related obligations payable hereunderDocuments, the Trustee for the benefit Custodian, on behalf of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to will upon receipt into the Borrower, without recourse, representation or warranty, all the right, title and interest Collection Account of the Trustee for the benefit Proceeds of the Secured Parties inany such sale, to and under such Loan (payment in full or all Loans prepayment in the case full of clause (iv)), all related Collateral and all future monies due or to become due with respect thereto. The Trustee, for the benefit of the Secured Parties, shalla Loan, at the sole expense of the Borrower, (i) execute such instruments of release in favor of and deliver to the Borrower with respect to the portion of or the Collateral to be released from Manager (or its designee) requesting the Lien same, any assignments, bills of this Agreement sale, termination statements and any other releases and instruments as the Borrower such Person may reasonably request (in recordable form if necessary)order to effect the release and transfer of such Collateral, (ii) deliver any portion of the Collateral to be released from the Lien of granted under this Agreement in its possession to or at the direction of the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, actions as are necessary and appropriate to release the Lien of the Trustee, Collateral Agent for the benefit of the Secured Parties, Parties on the applicable portion of the Collateral to be released and deliver delivered to or at the direction of the Borrower such portion of the Collateral to be released so released; provided that, the Collateral Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such release, sale, transfer and/or assignment. Nothing in this Section 8.2 shall diminish the Collateral Manager’s obligations pursuant to Section 6.5 with respect to the Borrower.Proceeds of any such sale. 127
Appears in 1 contract
Samples: Loan and Security Agreement (Palmer Square Capital BDC Inc.)