Common use of Release of Liens Clause in Contracts

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 10 contracts

Samples: Credit Agreement (Gladstone Capital Corp), Credit Agreement (Gladstone Capital Corp), Fifth Amended and Restated Credit Agreement (Gladstone Capital Corp)

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Release of Liens. (a) If The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Borrowing Base Test is mettermination of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) no Early Termination Event constituting property being sold or Unmatured Termination Event has occurred disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and is continuingthe Administrative Agent may rely conclusively on any such certificate, at without further inquiry), and to the same time as any Loan extent that is part the property being sold or disposed of constitutes 100% of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection AccountCapital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as agent for the Secured Parties will, required to the extent requested by the Borrower effect any sale or the Servicer on behalf other disposition of such Collateral in connection with any exercise of remedies of the BorrowerAdministrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its interest Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan and Party any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, Collateral held by the Administrative Agent, as agent for the Secured Parties, will and execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments such Loan Party such documents as the Borrower or the Servicer on behalf of the Borrower may such Loan Party shall reasonably request in order to effect the release of evidence such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentrelease. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 5 contracts

Samples: Secured Superpriority Debtor in Possession Credit Agreement (NBC Acquisition Corp), Credit Agreement (NBC Acquisition Corp), Credit Agreement (Nebraska Book Co)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) ), by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 5 contracts

Samples: Fifth Amended and Restated Credit Agreement (Gladstone Investment Corporation\de), Credit Agreement (Gladstone Investment Corporation\de), Credit Agreement (Gladstone Investment Corporation\de)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 4 contracts

Samples: Fifth Amended and Restated Credit Agreement (Gladstone Investment Corporation\de), Credit Agreement (Gladstone Investment Corporation\de), Credit Agreement (Gladstone Investment Corporation\de)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) So long as no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires matures by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Facility Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, will release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, the Administrative Facility Agent as agent for the Secured Parties will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application receipt by the Facility Agent of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 7.1 of the Purchase Agreement, the Administrative Facility Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (dc) Upon receipt by the Administrative Facility Agent of the Proceeds proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Facility Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 3 contracts

Samples: Loan and Servicing Agreement (Prospect Capital Corp), Loan and Servicing Agreement (Prospect Capital Corp), Loan and Servicing Agreement (Prospect Capital Corp)

Release of Liens. (a) If In the event that any Loan Party Disposes of all or any portion of any of its assets to any Person (other than a Loan Party) in a transaction permitted by Section 6.04 (Sale of Assets), any Lien created by any Loan Document in respect of such assets shall be automatically released and the Administrative Agent and/or the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent or any of them to) take such action and execute any such documents as may be reasonably requested by the Borrower (or on behalf of any other Loan Party or Restricted Subsidiary) and at the Borrower’s expense to (i) the Borrowing Base Test is met, evidence such release and (ii) no Early Termination Event or Unmatured Termination Event has occurred and if such Disposition is continuing, at the same time as any Loan that is part a sale of the Collateral expires Equity Interests in a Subsidiary, release such Subsidiary as a Guarantor under the Guaranty and from its obligations under the other Loan Documents to which it is party. In addition, if the Borrower or any Restricted Subsidiary enters into any lease or sublease with, or grants any easement, right-of-way, permit, license, restriction or the like to, any Person (other than a Loan Party or any other Affiliate of the Borrower or any Subsidiary) in a transaction permitted by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection AccountSection 6.04 (Sale of Assets), the Administrative Agent as agent for and/or the Collateral Agent may (and the Secured Parties will, to hereby authorize the extent Administrative Agent and the Collateral Agent or any of them to) take such action and execute any such documents as may be reasonably requested by the Borrower (or the Servicer on behalf of any other Loan Party or Restricted Subsidiary) and at the Borrower’s expense to release or subordinate any Liens created by any Loan Document with respect to such lease, release its interest in sublease, easement, right-of-way, permit, license, restriction or the like to such Loan and any Supplemental Interests related theretoPerson. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, thattransaction, the Administrative Agent as agent for and the Secured Parties will make no representation or warranty, express or implied, with respect Collateral Agent may rely conclusively (and without further inquiry) on a certificate provided to it upon its reasonable request by any Loan Party to the effect that such Loan or Supplemental Interest in connection with such sale or transfer and assignmenttransaction is permitted by Section 6.04 (Sale of Assets). (b) Upon In the event that any request for Loan Party becomes an Unrestricted Subsidiary pursuant to Section 5.15 (Designation of Subsidiaries), any Lien created by any Loan Document in respect of such Unrestricted Subsidiary and the Equity Interests in such Unrestricted Subsidiary shall be automatically released and the Administrative Agent and/or the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent or any of them to) take such action and execute any such documents as may be reasonably requested by the Borrower (or on behalf of any other Loan Party or Restricted Subsidiary) and at the Borrower’s expense to (i) evidence such release and (ii) release such as a release of certain Loans in Guarantor under the Guaranty. In connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been metforegoing, the Administrative Agent as agent for and the Secured Parties will, Collateral Agent may rely conclusively (and without further inquiry) on a certificate provided to it upon its reasonable request by any Loan Party to the extent requested effect that such transaction is permitted by the Borrower or the Servicer on behalf Section 5.15 (Designation of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentSubsidiaries). (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 2 contracts

Samples: Credit Agreement (TransMontaigne Partners LLC), Credit Agreement (TransMontaigne Partners LLC)

Release of Liens. (a) If Unless a particular Claim is Reinstated: (i) each holder of a Secured Claim or a Claim that is purportedly secured (including an Other Secured Claim) shall, on or immediately before the Borrowing Base Test is metEffective Date (or, in the case of Other Secured Claims treated pursuant to Section 4.6(c) of the Plan, on or prior to the date of the return of the relevant collateral) and as a condition to receiving any Distribution hereunder: (A) turn over and release to the Debtors, or the Reorganized Debtors, as applicable, any and all property of the Debtors or the Estates that secures or purportedly secures such Claim; and (B) execute such documents and instruments as the Debtors or the Reorganized Debtors require to evidence such claimant’s release of such property; and (ii) no Early Termination Event on the Effective Date (or Unmatured Termination Event has occurred such other date described in this subsection), all claims, right, title and is continuinginterest in such property shall revert to the Reorganized Debtors free and clear of all Claims and Interests, at the same time as including (without limitation) liens, charges, pledges, encumbrances and/or security interests of any Loan that is part kind. All liens of the Collateral expires by its terms holders of such Claims or Interests in property of the Debtors, the Estates, and/or the Reorganized Debtors shall be deemed to be canceled and all amounts released as of the Effective Date (or such other date described in respect thereof have been paid by this subsection). Notwithstanding the related Obligor immediately preceding sentence, any such holder of a Disputed Claim shall not be required to execute and deposited deliver such release of liens until ten (10) days after such Claim becomes an Allowed Claim or is Disallowed. To the extent any holder of a Claim described in the Collection Accountfirst sentence of this subsection fails to release the relevant liens as described above, the Administrative Agent Reorganized Debtors may act as agent for the Secured Parties willattorney-in-fact, to the extent requested by the Borrower or the Servicer on behalf of the Borrowerholders of such liens, release its interest in such Loan and to provide any Supplemental Interests related thereto. In connection with releases as may be required by any such release on lender under the New ABL Facility or after the occurrence of the above, the Administrative Agent, as agent New Senior Secured Notes Indenture or for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentpurpose. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 2 contracts

Samples: Restructuring Support Agreement (Broadview Networks Holdings Inc), Restructuring Support Agreement (Broadview Networks Holdings Inc)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (dc) Upon receipt by the Administrative Agent of the Proceeds proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 2 contracts

Samples: Credit Agreement (Gladstone Capital Corp), Credit Agreement (Gladstone Capital Corp)

Release of Liens. (a) If (i) The Charterer agrees that it will at its own cost and expense promptly take such action as may be necessary duly to discharge any liens and security interests that are not Permitted Encumbrances or Owner Encumbrances or in the Borrowing Base Test is metevent that the Vessel shall be libeled or otherwise attached, and (ii) no Early Termination Event levied upon or Unmatured Termination Event has occurred and is continuingtaken into custody, at or detained or sequestered, by virtue of any proceeding in any court or tribunal, or by any governmental or other authority on account of any such lien or security interest, the same time as any Loan that is part of Charterer shall cause the Collateral expires by its terms Vessel to be released and all amounts in respect thereof have been paid by the related Obligor such liens and deposited in the Collection Accountsecurity interests to be discharged, the Administrative Agent as agent for the Secured Parties will, within 15 days thereafter (except to the extent requested that the same shall be contested by the Borrower or Charterer in good faith by appropriate proceedings and shall not affect the Servicer on behalf continued use of the BorrowerVessel). The Charterer shall protect, release its interest in such Loan save and keep harmless the Owner Participant, the Owner Trustee, the Indenture Trustee and the Holders from time to time of the Notes and their respective successors and assigns from and against any Supplemental Interests related thereto. In connection with and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature that may be imposed on, incurred by or asserted at any such release on time (whether before, during or after the occurrence of Charter Period) against the aboveOwner Participant, the Administrative AgentOwner Trustee, as agent the Indenture Trustee or any Holder in any way relating to or arising out of any such liens or security interest that are not Permitted Encumbrances or Owner Encumbrances, but under no circumstances whatsoever shall the Charterer be liable for the Secured Parties, will execute and deliver or responsible to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, thatOwner Participant, the Administrative Agent as agent for the Secured Parties will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8Owner Trustee, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent Indenture Trustee or any Holder for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentconsequential damages. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 2 contracts

Samples: Bareboat Charter Party (Horizon Lines Ventures, LLC), Bareboat Charter Party (Horizon Lines Ventures, LLC)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at At the same time as any Loan Asset that is part of the Collateral matures or expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for and the Secured Parties willCustodian, to the extent requested by the Borrower or the Servicer on behalf of the BorrowerSecured Parties, release shall be deemed to have automatically released its interest in such Loan and Asset without any Supplemental Interests related theretofurther action on its part. In connection with any such release on or after the occurrence of the above, the Administrative AgentAgent or the Custodian (as directed in writing), as agent for on behalf of the Secured Parties, will execute and deliver to the Borrower or the Servicer Manager on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer Manager on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental InterestAsset; provided, that, neither the Administrative Agent as agent for nor the Custodian, on behalf of the Secured Parties will Parties, shall be required to make no any representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest Asset in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans Loan Assets in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.82.7, the requirements of Section 2.16 shall have been metconditions set forth in Sections 2.14(a) and (b) are satisfied, the Administrative Agent as agent for Agent, on behalf of the Secured Parties will, to the extent requested by the Borrower or the Servicer Manager on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related theretoAsset. In connection with any such release on or after the occurrence of the above, the Administrative AgentAgent or the Custodian (as directed in writing), as agent for on behalf of the Secured Parties, will execute and deliver to the Borrower or the Servicer Manager on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer Manager on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental InterestAsset; provided, that, neither the Administrative Agent as agent for nor the Custodian, on behalf of the Secured Parties will Parties, shall be required to make no any representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest Asset in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent Custodian of the Proceeds of a repurchase of an Ineligible Loan Collateral Debt Obligation (as such term is defined in the Purchase Agreement) by the Originator Performance Guarantor pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for on behalf of the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto Asset without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative AgentAgent or the Custodian (as directed in writing), as agent for on behalf of the Secured Parties, will execute and deliver to the Borrower or the Servicer Manager on behalf of the Borrower any releases and instruments as the Borrower or the Servicer Manager on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental InterestAsset. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 2 contracts

Samples: Credit, Security and Management Agreement (Saratoga Investment Corp.), Credit, Security and Management Agreement (GSC Investment Corp.)

Release of Liens. Except as otherwise provided in the Exit Facility Documentation, the Plan, or any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, except for Other Secured Claims that the Debtors (awith the consent of the Required Consenting Revolver Lenders and the DIP Agent) If (i) elect to reinstate in accordance with this Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Borrowing Base Test is metEstates shall be fully released and discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their successors and assigns in each case, without any further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors or Reorganized Debtors. Any holder of such Secured Claim (iiand the applicable agents for such holder) no Early Termination Event or Unmatured Termination Event has occurred shall be authorized and is continuingdirected, at the same time as any Loan that is part sole cost and expense of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties willReorganized Debtors, to release any collateral or other property of any Debtor (including any cash collateral and possessory collateral) held by such holder (and the extent applicable agents for such holder), and to take such actions as may be reasonably requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver Reorganized Debtors to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect evidence the release of such Loan mortgage, deed of trust, Lien, pledge, or other security interest, including the execution, delivery, and Supplemental Interest; providedfiling or recording of such releases. The presentation or filing of the Confirmation Order to or with any federal, thatstate, provincial, or local agency or department shall constitute good and sufficient evidence of, but shall not be required to effect, the Administrative Agent as agent for the Secured Parties will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds termination of such transaction in accordance with Section 2.8mortgages, the requirements deeds of Section 2.16 shall have been mettrust, the Administrative Agent as agent for the Secured Parties willLiens, to the extent requested by the Borrower pledges, or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentsecurity interests. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 2 contracts

Samples: Plan Support Agreement (Vanguard Natural Resources, Inc.), Plan Support Agreement (Vanguard Natural Resources, Inc.)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary SaleSecuritization, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 2.8 either (x) all Advances Outstanding hereunder shall have been or reduced to zero or (y) (i) the Required Equity Investment shall be maintained, (ii) the Borrowing Base Test shall be met, (iii) the Collateral Quality Test shall be met and (iv) no Early Termination Event or Unmatured Termination Event shall result therefrom or shall have occurred and be continuing, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 2 contracts

Samples: Credit Agreement (Gladstone Investment Corporation\de), Credit Agreement (Gladstone Investment Corporation\de)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 2 contracts

Samples: Credit Agreement (Gladstone Capital Corp), Credit Agreement (Gladstone Capital Corp)

Release of Liens. (a) If The Collateral shall be released from the Lien and security interest created by the Security Documents to secure the Obligations, all without delivery of any instrument or performance of any act by any party, at any time or from time to time as provided by this ‎‎Section 10.04. Upon such release, subject to the terms of the Security Documents all rights in the Collateral securing Obligations shall revert to the Issuers and the Guarantors. The Collateral shall be released from the Lien and security interest created by the Security Documents to secure the Notes Obligations under one or more of the following circumstances: (i) upon release of a Guarantee (with respect to the Borrowing Base Test is met, and Liens securing such Guarantee granted by such Guarantor); (ii) no Early Termination Event upon defeasance or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part discharge of the Collateral expires by its terms Notes and this Indenture as provided under ‎Article 8 and ‎Article 11; (iii) upon payment in full of principal, interest and all amounts other Obligations (other than contingent Obligations in respect thereof of which no claims have been paid by made) on the related Obligor and deposited Notes issued under this Indenture; (iv) in whole or in part, in accordance with the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest provisions set forth under Article 9; (v) in such Loan and any Supplemental Interests related thereto. In connection with any such release sale, transfer or other disposition of any Collateral to any Person other than the Issuers or any Restricted Subsidiaries (but excluding any transaction subject to ‎Article 5 where the recipient is required to become the obligor on the Notes or after the occurrence a Guarantee) that does not violate any of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf terms of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, the Administrative Agent as agent for the Secured Parties will make no representation or warranty, express or implied, this Indenture (with respect to the Lien on such Collateral); (vi) in whole or in part, in accordance with the provisions of the Intercreditor Agreement; or (vii) as to any such Loan or Supplemental Interest in connection with such sale or transfer and assignmentCollateral that becomes an Excluded Asset. (b) Upon The Collateral Agent and, if necessary, the Trustee shall, at the Issuers’ expense, execute, deliver or acknowledge any request for a necessary or proper instruments of termination, satisfaction or release to evidence and shall do or cause to be done all other acts reasonably necessary to effect, in each case as soon as is reasonably practicable, the release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of any Collateral permitted to be released pursuant to this Indenture and the proceeds of such transaction in accordance with Section 2.8, Security Documents. Neither the requirements of Section 2.16 Trustee nor the Collateral Agent shall have been met, the Administrative Agent as agent be liable for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on undertaken in good faith and that it believes to be authorized or after within the occurrence of rights or powers conferred upon it by this Indenture and the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentSecurity Documents. (c) Upon receipt by The release of any Collateral from the Administrative Agent terms of this Indenture and the Security Documents will not be deemed to impair the security under this Indenture in contravention of the Proceeds of a repurchase of an Ineligible Loan (as such term provisions hereof if and to the extent the Collateral is defined in the Purchase Agreement) by the Originator released pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental InterestSecurity Documents. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 2 contracts

Samples: Indenture (Uniti Group Inc.), Indenture (Uniti Group Inc.)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Fifth Amended and Restated Credit Agreement (Gladstone Investment Corporation\de)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment.82 (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) ), by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Investment Corporation\de)

Release of Liens. (a) If The Collateral shall be released from the Lien and security interest created by the Security Documents to secure the Obligations, all without delivery of any instrument or performance of any act by any party, at any time or from time to time as provided by this ‎Section 10.04. Upon such release, subject to the terms of the Security Documents all rights in the Collateral securing Obligations shall revert to the Issuers and the Guarantors. The Collateral shall be released from the Lien and security interest created by the Security Documents to secure the Notes Obligations under one or more of the following circumstances: (i) upon release of a Guarantee (with respect to the Borrowing Base Test is met, and Liens securing such Guarantee granted by such Guarantor); (ii) no Early Termination Event upon defeasance or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part discharge of the Collateral expires by its terms Notes and this Indenture as provided under ‎Article 8 and ‎Article 11; (iii) upon payment in full of principal, interest and all amounts other Obligations (other than contingent Obligations in respect thereof of which no claims have been paid by made) on the related Obligor and deposited Notes issued under this Indenture; (iv) in whole or in part, in accordance with the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest provisions set forth under ‎Article 9; (v) in such Loan and any Supplemental Interests related thereto. In connection with any such release sale, transfer or other disposition of any Collateral to any Person other than the Issuers or any Restricted Subsidiaries (but excluding any transaction subject to ‎Article 5 where the recipient is required to become the obligor on the Notes or after the occurrence a Guarantee) that does not violate any of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf terms of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, the Administrative Agent as agent for the Secured Parties will make no representation or warranty, express or implied, this Indenture (with respect to the Lien on such Collateral); (vi) in whole or in part, in accordance with the provisions of the Intercreditor Agreement; or (vii) as to any such Loan or Supplemental Interest in connection with such sale or transfer and assignmentCollateral that becomes an Excluded Asset. (b) Upon The Collateral Agent and, if necessary, the Trustee shall, at the Issuers’ expense, execute, deliver or acknowledge any request for a necessary or proper instruments of termination, satisfaction or release to evidence and shall do or cause to be done all other acts reasonably necessary to effect, in each case as soon as is reasonably practicable, the release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of any Collateral permitted to be released pursuant to this Indenture and the proceeds of such transaction in accordance with Section 2.8, Security Documents. Neither the requirements of Section 2.16 Trustee nor the Collateral Agent shall have been met, the Administrative Agent as agent be liable for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on undertaken in good faith and that it believes to be authorized or after within the occurrence of rights or powers conferred upon it by this Indenture and the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentSecurity Documents. (c) Upon receipt by The release of any Collateral from the Administrative Agent terms of this Indenture and the Security Documents will not be deemed to impair the security under this Indenture in contravention of the Proceeds of a repurchase of an Ineligible Loan (as such term provisions hereof if and to the extent the Collateral is defined in the Purchase Agreement) by the Originator released pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental InterestSecurity Documents. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Indenture (Uniti Group Inc.)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment.86 (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) ), by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Investment Corporation\de)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) So long as no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires matures by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Facility Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, will release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, the Administrative Facility Agent as agent for the Secured Parties will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Facility Agent of the Proceeds any required proceeds in respect of a repurchase or substitution of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 7.1 of the Purchase Agreement, the Administrative Facility Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In addition, upon written request from the Borrower and the Servicer (which request shall certify, in reasonable detail, the satisfaction of the conditions contained in this sentence), the Facility Agent, as agent for the Secured Parties, shall promptly release its interest in any other Ineligible Loan and any Supplemental Interests related thereto; provided that, after giving effect to such release, (i) the Outstanding Borrowings shall not exceed 40% of the sum of the Aggregate Purchased Loan Balance plus the Account Amounts, (ii) the Overcollateralization Ratio is greater than 250%; (iii) each of the Required Equity Test, the Interest Coverage Test and each Collateral Quality Test are satisfied, and (iv) no Termination Event or Unmatured Termination Event shall have occurred and be continuing. In connection with any such release on or after the occurrence of such repurchasepursuant to this Section 6.3(b), the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (dc) Upon receipt by the Administrative Facility Agent of the Proceeds proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Facility Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Prospect Capital Corp)

Release of Liens. (a) If (i) In the Borrowing Base Test is metevent of any such private or public sale, Collateral Agent agrees, on behalf of itself, the Trustee, and the Noteholders, that such sale will be free and clear of the Liens securing the Indenture Secured Obligations and, if the sale or other disposition includes the Equity Interests in any Borrower or any Guarantor, agrees to release the entities whose Equity Interests are sold from all Indenture Secured Obligations so long as Senior Agent and Senior Lenders also release the entities whose Equity Interests are sold from all Credit Agreement Secured Obligations. In furtherance thereof, Collateral Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by Senior Agent in connection therewith, so long as the proceeds from such sale or other disposition of the Collateral are applied in accordance with the terms of this Agreement. (ii) no Early Termination Event If and to the extent that the Senior Agent or Unmatured Termination Event has occurred and is continuingits designee releases any of its Liens on any Collateral in connection with the sale, at the same time as any Loan that is part lease, exchange, transfer or other disposition of the Collateral expires by its in accordance with the terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Accountof this Agreement, the Administrative Agent as agent Liens, if any, of the Collateral Agent, for itself or for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf benefit of the BorrowerTrustee and the Noteholders, release its interest in on such Loan Collateral shall be automatically, unconditionally and any Supplemental Interests related thereto. In connection with any such release on or after simultaneously released and the occurrence Collateral Agent, for itself and for each of the aboveTrustee and the Noteholders, the Administrative Agent, as agent for the Secured Parties, will promptly shall execute and deliver to the Borrower Senior Agent such termination statements, releases and other documents as the Senior Agent may request to effectively confirm such release in respect of such payments. Notwithstanding the foregoing, the obligation of the Collateral Agent to release its Lien on such Collateral shall arise only if such sale, lease, exchange, transfer or other disposition of the Servicer Collateral is effected in connection with an exercise of remedies or is permitted by (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by) the Senior Loan Documents and the terms hereof. (iii) In the event of any private or public sale by Collateral Agent permitted by the terms of this Agreement, Senior Agent agrees, on behalf of itself and the Lender Group, that such sale will be free and clear of the Liens securing the Senior Secured Obligations and, if the sale or other disposition includes the Equity Interests in any Borrower or any termination statements Guarantor, agrees to release the entities whose Equity Interests are sold from all Senior Secured Obligations so long as Collateral Agent, the Trustee and the Noteholders also release the entities whose Equity Interests are sold from all Indenture Secured Obligations. In furtherance thereof, Senior Agent agrees that it will execute any and all Lien releases or other releases and instruments documents reasonably requested by Collateral Agent in connection therewith, so long as the Borrower proceeds from such sale or the Servicer on behalf other disposition of the Borrower may reasonably request Collateral are applied in order accordance with the terms of this Agreement. (iv) If and to effect the release extent that the Collateral Agent or its designee releases any of such Loan and Supplemental Interest; provided, that, the Administrative Agent as agent for the Secured Parties will make no representation or warranty, express or implied, with respect to its Liens on any such Loan or Supplemental Interest Collateral in connection with such sale the sale, lease, exchange, transfer or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application other disposition of the proceeds of such transaction Collateral in accordance with Section 2.8the terms of this Agreement, the requirements Liens, if any, of Section 2.16 shall have been metthe Senior Agent, the Administrative Agent as agent for itself or for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf benefit of the BorrowerLender Group, release its interest in on such Loan Collateral shall be automatically, unconditionally and any Supplemental Interests related thereto. In connection with any such release on or after simultaneously released and the occurrence of the above, the Administrative Senior Agent, as agent for itself and for the Secured PartiesLender Group, will promptly shall execute and deliver to the Borrower or Collateral Agent such termination statements, releases and other documents as the Servicer on behalf Collateral Agent may request to effectively confirm such release in respect of such payments. Notwithstanding the foregoing, the obligation of the Borrower any termination statements and any Senior Agent to release its Lien on such Collateral shall arise only if such sale, lease, exchange, transfer or other releases and instruments as the Borrower or the Servicer on behalf disposition of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest Collateral is effected in connection with such sale an exercise of remedies or transfer and assignment. is permitted by (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by) the Indenture Documents and the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interesthereof. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Intercreditor and Lien Subordination Agreement (Boston Gear LLC)

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Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary SaleSecuritization, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 2.8 either (x) all Advances Outstanding hereunder shall have been reduced to zero or (y) (i) the Required Equity Investment shall be maintained, (ii) the Borrowing Base Test shall be met, (iii) the Collateral Quality Test shall be met and (iv) no Early Termination Event or Unmatured Termination Event shall result therefrom or shall have occurred and be continuing, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Investment Corporation\de)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event of Default or Unmatured Termination Event Default has occurred and is continuing, at the same time as any Loan Collateral Debt Obligation that is part of the Collateral matures or expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties willTrustee, to the extent requested by the Borrower or the Servicer on behalf of the BorrowerSecured Parties, release shall be deemed to have automatically released its interest in such Loan and Collateral Debt Obligation without any Supplemental Interests related theretofurther action on its part. In connection with any such release on or after the occurrence of the above, the Administrative AgentTrustee, as agent for on behalf of the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan Collateral Debt Obligation and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans Collateral Debt Obligations in connection with a proposed Discretionary SaleLiquidation, if, upon application of the proceeds of such transaction in accordance with Section 2.8this Agreement, the requirements of Section 2.16 2.14(b) shall have been metbe satisfied, the Administrative Agent as agent for Trustee, on behalf of the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related theretoCollateral Debt Obligation. In connection with any such release on or after the occurrence of the above, the Administrative AgentTrustee, as agent for on behalf of the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental InterestCollateral Debt Obligation; provided, that, the Administrative Agent as agent for Trustee, on behalf of the Secured Parties Parties, will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest Collateral Debt Obligation in connection with such sale or transfer and assignmentliquidation. (c) Upon receipt by the Administrative Agent Trustee of the Proceeds of a repurchase repayment in respect of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator Collateral Debt Obligation pursuant to the terms of Section 6.1 of the Purchase Agreement2.4(c), the Administrative AgentTrustee, as agent for on behalf of the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto Collateral Debt Obligation without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative AgentTrustee, as agent for on behalf of the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental InterestCollateral Debt Obligation. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Credit Agreement (GSC Investment Corp.)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) a. So long as no Early Revolving Period Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires matures by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Facility Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, will release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, provided that the Administrative Facility Agent as agent for the Secured Parties will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) b. Upon receipt by the Administrative Facility Agent of the Proceeds any required proceeds in respect of a repurchase or substitution of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 7.1 of the Purchase Agreement, the Administrative Facility Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In addition, upon written request from the Borrower and the Servicer (which request shall certify, in reasonable detail, the satisfaction of the conditions contained in this sentence), the Facility Agent, as agent for the Secured Parties, shall promptly release its interest in any other Ineligible Loan and any Supplemental Interests related thereto; provided that, after giving effect to such release, (i) the Outstanding Borrowings shall not exceed 40% of the sum of the Aggregate Purchased Loan Balance plus the Account Amounts, (ii) the Overcollateralization Ratio is greater than 250%; (iii) each of the Required Equity Test, the Interest Coverage Test and each Collateral Quality Test are satisfied, and (iv) no Revolving Period Termination Event or Unmatured Termination Event shall have occurred and be continuing. In connection with any such release on or after the occurrence of such repurchasepursuant to this Section 6.3(b), the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) c. Upon receipt by the Administrative Facility Agent of the Proceeds proceeds of a purchase of a Transferred Loan by the Servicer or a sale of any Loan to a third party, in each case pursuant to the terms of Section 7.7, the Administrative Facility Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Prospect Capital Corp)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 7.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (dc) Upon receipt by the Administrative Agent of the Proceeds proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Prospect Capital Corp)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) So long as no Early Revolving Period Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires matures by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Facility Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, will release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, provided that the Administrative Facility Agent as agent for the Secured Parties will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Facility Agent of the Proceeds any required proceeds in respect of a repurchase or substitution of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 7.1 of the Purchase Agreement, the Administrative Facility Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In addition, upon written request from the Borrower and the Servicer (which request shall certify, in reasonable detail, the satisfaction of the conditions contained in this sentence), the Facility Agent, as agent for the Secured Parties, shall promptly release its interest in any other Ineligible Loan and any Supplemental Interests related thereto; provided that, after giving effect to such release, (i) the Outstanding Borrowings shall not exceed 40% of the sum of the Aggregate Purchased Loan Balance plus the Account Amounts, (ii) the Overcollateralization Ratio is greater than 250%; (iii) each of the Required Equity Test, the Interest Coverage Test and each Collateral Quality Test are {B2297203; 11} - 39 - satisfied, and (iv) no Revolving Period Termination Event or Unmatured Termination Event shall have occurred and be continuing. In connection with any such release on or after the occurrence of such repurchasepursuant to this Section 6.3(b), the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (dc) Upon receipt by the Administrative Facility Agent of the Proceeds proceeds of a purchase of a Transferred Loan by the Servicer or a sale of any Loan to a third party, in each case pursuant to the terms of Section 7.7, the Administrative Facility Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Prospect Capital Corp)

Release of Liens. (a) If In the event that (i) Borrower disposes of all or any portion of any of its assets to any Person, (ii) all or any portion of Borrower’s assets become Excluded Assets, in the Borrowing Base Test is met, case of each of clauses (i) and (ii), in a transaction not prohibited by this Agreement or the other Financing Documents, (iii) no Early Termination the Discharge of Obligations has occurred, (iv) an Investment Grade Ratings Event occurs or Unmatured Termination Event has occurred (v) Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.5 (Amendments and is continuingWaivers)) have otherwise consented, at any Lien created by any Financing Document for the same time as any Loan that is part benefit of the Collateral expires by its terms and all amounts Secured Parties in respect thereof have been paid by the related Obligor of such assets shall be automatically released and deposited in the Collection Account, the Administrative Agent shall, and shall direct the Collateral Agent to, promptly (and each other Secured Party hereby authorizes and directs the Administrative Agent and the Collateral Agent or any of them to) take such action and execute any such documents as agent for the Secured Parties will, to the extent may be requested by Xxxxxxxx and at Borrower’s expense to evidence such release. Without limiting the Borrower foregoing, each Secured Party hereby agrees to provide such cooperation and assistance as may be reasonably requested by Administrative Agent or the Servicer on behalf of the Borrower, release its interest in such Loan Collateral Agent to facilitate and any Supplemental Interests related thereto. In connection with any such release on effect actions taken or after the occurrence of the above, the intended to be taken by Administrative Agent or Collateral Agent, as agent for the Secured Partiesapplicable, will execute including execution and deliver to the Borrower delivery of notices, instruments and other documents as are reasonably deemed necessary by Administrative Agent or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by Collateral Agent (at the release instruction of Administrative Agent) for such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentpurposes. (b) Upon Without limiting the generality of the foregoing clause (a), and notwithstanding anything to the contrary in this Agreement or any request for a release of certain Loans in connection with a proposed Discretionary Sale, ifother Financing Document, upon application three Business Days’ prior notice by Borrower to Administrative Agent of the proceeds occurrence of such transaction an Investment Grade Ratings Event (which notice may be provided in accordance with Section 2.8, advance of the occurrence of an Investment Grade Ratings Event based on preliminary ratings that meet the requirements set forth in this definition of Section 2.16 “Investment Grade Ratings Event”, provided that the applicable final rating is equal to or exceeds such preliminary rating): (i) the Administrative Agent shall have been metwithdraw from the Intercreditor Agreement; and (ii) to the extent that the Administrative Agent is the last remaining First Lien Debt Representative (as defined in the Intercreditor Agreement) and there are no remaining First Lien Debt Representatives party to the Intercreditor Agreement, the Administrative Agent as agent for (or counsel on its behalf) shall direct the Secured Parties willCollateral Agent (or counsel on its behalf) to, upon the request of Xxxxxxxx, (x) authorize Borrower to file UCC-3 termination statements with respect to the extent requested by UCC-1 financing statements naming Borrower as debtor, (y) cause to be transferred, delivered and returned, but without any recourse, warranty or representation whatsoever, any remaining assets and properties of Borrower granted and pledged to the Borrower or Collateral Agent under the Servicer on behalf Security Documents (including related certificates of the Borrower, release its interest in membership interests) (such Loan assets and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the aboveproperties, the Administrative Agent“Released Collateral”) in its possession and money received in respect of Released Collateral but not applied to any Obligations and (z) furnish, as agent for the Secured Parties, will execute and deliver to the Borrower such documents, instruments, certificates, notices, mortgage releases or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments further assurances as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order and as necessary to effect the release of such Loan termination and Supplemental Interest; providedrelease, that, the Administrative Agent as agent for the Secured Parties will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest in connection with such sale or transfer and assignmentall at Borrower’s sole expense. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Revolving Credit Agreement (Cheniere Energy, Inc.)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event of Default or Unmatured Termination Event Default has occurred and is continuing, at the same time as any Loan Collateral Debt Obligation that is part of the Collateral matures or expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties willTrustee, to the extent requested by the Borrower or the Servicer on behalf of the BorrowerSecured Parties, release shall be deemed to have automatically released its interest in such Loan and Collateral Debt Obligation without any Supplemental Interests related theretofurther action on its part. In connection with any such release on or after the occurrence of the above, the Administrative AgentTrustee, as agent for on behalf of the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan Collateral Debt Obligation and Supplemental Interest; provided, that, the Administrative Agent as agent for Trustee, on behalf of the Secured Parties Parties, will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest Collateral Debt Obligation in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans Collateral Debt Obligations in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.82.7 (i) the Borrowing Base Test shall be met, (ii) the Collateral Quality Tests shall be met, (iii) no Event of Default or Default shall result therefrom or shall have occurred and be continuing and (iv) the RIC/BDC Requirements are satisfied, the requirements Trustee, on behalf of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related theretoCollateral Debt Obligation. In connection with any such release on or after the occurrence of the above, the Administrative AgentTrustee, as agent for on behalf of the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental InterestCollateral Debt Obligation; provided, that, the Administrative Agent as agent for Trustee, on behalf of the Secured Parties Parties, will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest Collateral Debt Obligation in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent Trustee of the Proceeds of a repurchase of an Ineligible Loan Collateral Debt Obligation (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative AgentTrustee, as agent for on behalf of the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto Collateral Debt Obligation without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative AgentTrustee, as agent for on behalf of the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental InterestCollateral Debt Obligation. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Credit Agreement (GSC Investment Corp.)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at At the same time as any Loan Collateral Debt Obligation that is part of the Collateral matures or expires by its terms or is otherwise paid in full by the related Obligor, and all amounts due in respect payment thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties willAgent, to the extent requested by the Borrower or the Servicer on behalf of the BorrowerSecured Parties, release shall be deemed to have automatically released its interest in such Loan and Collateral Debt Obligation without any Supplemental Interests related theretofurther action on its part. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for on behalf of the Secured Parties, will execute and deliver deliver, and will permit the Collateral Custodian to execute and deliver, to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentCollateral Debt Obligation. (b) Upon any request for a release of certain Loans Collateral Debt Obligations in connection with a proposed Discretionary Salean Optional Repurchase, if, upon application of the proceeds of such transaction in accordance with Section 2.8this Agreement, the requirements of Section 2.16 2.14(b) shall have been metbe satisfied, the Administrative Agent as agent for Agent, on behalf of the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related theretoCollateral Debt Obligation. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for on behalf of the Secured Parties, will execute and deliver deliver, and will permit the Collateral Custodian to execute and deliver, to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments instruments, in recordable form if necessary, as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan Collateral Debt Obligation; provided that the Collateral Custodian and Supplemental Interest; provided, that, the Administrative Agent as agent for Agent, on behalf of the Secured Parties Parties, will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest Collateral Debt Obligation in connection with such sale or transfer and assignmentliquidation. (c) Upon receipt deposit by the Administrative Agent Borrower into the Collection Account of the Proceeds of a repurchase repayment in respect of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator Collateral Debt Obligation pursuant to the terms of Section 6.1 of the Purchase Agreement2.4(c), the Administrative Agent, as agent for on behalf of the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto Collateral Debt Obligation without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for on behalf of the Secured Parties, will execute and deliver deliver, and will permit the Collateral Custodian to execute and deliver, to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental InterestCollateral Debt Obligation. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Credit Agreement (Capitalsource Inc)

Release of Liens. (a) If (i) On or prior to the Borrowing Base Test is metClosing Date, the Sellers and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuingthe Company shall cause, at the same time as any Loan that is part Sellers’ sole expense, all Liens held by or in favor of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer Sellers on behalf any of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence assets of the aboveCompany or any of its Subsidiaries, including the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements Company Stock Pledges and any other releases and instruments as Liens (other than Permitted Liens) on the Borrower or the Servicer on behalf outstanding capital stock of the Borrower may reasonably request Company’s Subsidiaries (such Liens, “Seller Liens”) to be released in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentfull. (b) Upon On or prior to the Closing Date, the Sellers and the Company shall use all reasonable efforts to cause all Liens on any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds assets of the Company or any of its Subsidiaries (other than Seller Liens) (such transaction Liens, “Non-Seller Liens”), other than Permitted Liens and financing leases and other purchase money Liens arising in accordance with Section 2.8, the requirements ordinary course of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties willbusiness, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest be released in such Loan and any Supplemental Interests related theretofull. In connection with seeking the release of such Non-Seller Liens, the Company shall inform Micron promptly of any demand or other request, which demand or request is made by any Person that holds any such release Non-Seller Liens, that the Company or any of its Subsidiaries pay any money to such Person, whether before, on or after the occurrence of the aboveClosing Date, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect obtain the release of any such Non-Seller Liens, and the amount of money so demanded or requested. Neither the Company nor such Subsidiary shall be required to pay any money to such Person in order to obtain the release of such Loan Non-Seller Lien. All such releases of Non-Seller Liens shall be in a form reasonably acceptable to Micron (it being agreed and Supplemental Interest; providedunderstood that any release that is conditioned on the payment by the Company or any of its Subsidiaries of any money following the Closing Date to the Person whose release is sought hereunder, thatshall not be deemed unacceptable by Micron solely as a result of such condition). Micron shall not have any liability to the Company, the Administrative Agent as agent Sellers or any other Person for any Liabilities resulting from the Secured Parties will make no representation or warranty, express or implied, with respect Company seeking to any such Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect obtain the release of such Ineligible Loan and Supplemental InterestNon-Seller Liens. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Share Purchase Agreement (Micron Technology Inc)

Release of Liens. (a) If (i) the Borrowing Base Test is met, and (ii) So long as no Early Revolving Period Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part of the Collateral expires matures by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Facility Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, will release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, provided that the Administrative Facility Agent as agent for the Secured Parties will make no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Facility Agent of the Proceeds any required proceeds in respect of a repurchase or substitution of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 7.1 of the Purchase Agreement, the Administrative Facility Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In addition, upon written request from the Borrower and the Servicer (which request shall certify, in reasonable detail, the satisfaction of the conditions contained in this sentence), the Facility Agent, as agent for the Secured Parties, shall promptly release its interest in any other Ineligible Loan and any Supplemental Interests related thereto; provided that, after giving effect to such release, (i) the Outstanding Borrowings shall not exceed 40% of the sum of the Aggregate Purchased Loan Balance plus the Account Amounts, (ii) the Overcollateralization Ratio is greater than 250%; (iii) each of the Required Equity Test, the Interest Coverage Test and each Collateral Quality Test are satisfied, and (iv) no Revolving Period Termination Event or Unmatured Termination Event shall have occurred and be continuing. In connection with any such release on or after the occurrence of such repurchasepursuant to this Section 6.3(b), the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (dc) Upon receipt by the Administrative Facility Agent of the Proceeds proceeds of a purchase of a Transferred Loan by the Servicer or a sale of any Loan to a third party, in each case pursuant to the terms of Section 7.7, the Administrative Facility Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Facility Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Prospect Capital Corp)

Release of Liens. (a) If Upon the satisfaction and discharge of this Indenture pursuant to Section 12.01, the Trustee, at the request of the Issuer, shall release (and shall, at the expense of the Issuer, execute and deliver to the Issuer) all necessary UCC releases and other releases in respect thereof of the Pledged Assets from the lien of the Trustee effected pursuant to the Granting Clause hereof. (b) Upon any sale, assignment or other transfer of any Pledged Asset as permitted by Section 2.06(a), the security interest of the Trustee in such Pledged Asset, and in all other Related Security related thereto (other than in the cash proceeds of such sale, assignment or other transfer, or in the case of the sale, assignment or other transfer of any Defaulted Loan or other Issuer Loan that is not an Eligible Loan, any Contingent Compensation related thereto) shall, immediately upon the sale, assignment or other transfer of such Pledged Asset, and without any further action on the part of the Trustee, be released except to the extent of the interest, if any, in such Pledged Asset which is then retained by the Issuer. The security interest of the Trustee shall nevertheless continue in (i) all amounts payable to the Borrowing Base Test Issuer by any Person pursuant to the agreement with regard to which such sale, assignment or other transfer is met, to be made and (ii) no Early Termination Event or Unmatured Termination Event has occurred all other claims, proceeds, benefits and is continuing, at the same time as any Loan that is part rights of the Collateral expires Issuer thereunder or in connection therewith, if any, subject, in each case, to any rights therein granted to the purchaser of such Pledged Asset pursuant to such agreement. 119 126 (c) Upon the sale, assignment or other transfer of any Pledged Asset as permitted by its terms Section 2.06(a), the Issuer or the Servicer shall deliver a certificate to the Trustee certifying (i) that such sale, assignment or other disposition complies with the requirements of Section 2.06(a) and (ii) that all amounts funds required to be delivered to the Trustee in respect thereof accordance with Section 2.06(a) have been paid by so delivered. Upon the related Obligor and deposited in request of the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower Issuer (or the Servicer on behalf of the BorrowerIssuer) and concurrently with or after the delivery of the certificate described in the preceding sentence, release its the Trustee shall deliver to the purchaser, assignee or other recipient of such Pledged Asset a certificate (in such form as may be provided by the Issuer or the Servicer and approved by the Trustee) stating that the Trustee no longer has a security interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after Pledged Asset except to the occurrence extent of the aboveinterest therein, if any, which is retained by the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower Issuer or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, the Administrative Agent as agent for the Secured Parties will make no representation or warranty, express or implied, with respect to any the proceeds thereof, in each case, as set forth in the last sentence of Section 12.02(b). The purchaser, assignee or other recipient of such Loan or Supplemental Interest in connection with Pledged Asset shall be entitled to rely conclusively on such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application certificate of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent Trustee for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan any and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentall purposes. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interest. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Master Trust Indenture and Security Agreement (Sirrom Capital Corp)

Release of Liens. In the event that any equity holder conveys, sells, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets to a person that is not thereby required to enter into a Borrower Pledge Agreement in a transaction not prohibited by Section 6.05 the Collateral Agent, without any recourse to or representation by it, shall promptly (aand the Lenders hereby authorize the Collateral Agent to) If (i) take such action and execute any such documents as may be reasonably requested by the Borrowing Base Test is met, Borrower and (ii) no Early Termination Event or Unmatured Termination Event has occurred and is continuing, at the same time as Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets (and, in each case, the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that is effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent as agent for the Secured Parties will, except to the extent otherwise released in accordance with the provisions of the Loan Documents. In addition, the Collateral Agent agrees, without any recourse to or representation by it, to take such actions as are reasonably requested by the Borrower or and at the Servicer on behalf Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Commitments are terminated. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the BorrowerObligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on bankruptcy, dissolution, liquidation or after the occurrence reorganization of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf Guarantor, or upon or as a result of the Borrower any termination statements and any other releases and instruments as appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or the Servicer on behalf Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, the Administrative Agent as agent for the Secured Parties will make shall no representation or warranty, express or implied, with respect to any such Loan or Supplemental Interest in connection with such sale or transfer and assignment. (b) Upon any request for a release of certain Loans in connection with a proposed Discretionary Sale, if, upon application of the proceeds of such transaction in accordance with Section 2.8, the requirements of Section 2.16 shall have been met, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with any such release on or after the occurrence of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignment. (c) Upon receipt by the Administrative Agent of the Proceeds of a repurchase of an Ineligible Loan (as such term is defined in the Purchase Agreement) by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall longer be deemed to have automatically released its interest in be made once such Ineligible Loan and any Supplemental Equity Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchaseasset is so conveyed, the Administrative Agentsold, as agent for the Secured Partiesleased, will execute and deliver to the Borrower assigned, transferred or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental Interestdisposed of. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Incremental Assumption Agreement (Norwegian Cruise Line Holdings Ltd.)

Release of Liens. (a) If The Collateral shall be released from the Lien and security interest created by the Security Documents to secure the Obligations, all without delivery of any instrument or performance of any act by any party, at any time or from time to time as provided by this Section 10.04. Upon such release, subject to the terms of the Security Documents all rights in the Collateral securing Obligations shall revert to the Issuers and the Guarantors. The Collateral shall be released from the Lien and security interest created by the Security Documents to secure the Notes Obligations under one or more of the following circumstances: (i) upon release of a Guarantee (with respect to the Borrowing Base Test is met, and Liens securing such Guarantee granted by such Guarantor); (ii) no Early Termination Event upon defeasance or Unmatured Termination Event has occurred and is continuing, at the same time as any Loan that is part discharge of the Collateral expires by its terms Notes and this Indenture as provided under Article 8 and Article 12; (iii) upon payment in full of principal, interest and all amounts other Obligations (other than contingent Obligations in respect thereof of which no claims have been paid by made) on the related Obligor and deposited Notes issued under this Indenture; (iv) in whole or in part, in accordance with the Collection Account, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or the Servicer on behalf of the Borrower, release its interest provisions set forth under Article 9; (v) in such Loan and any Supplemental Interests related thereto. In connection with any such release sale, transfer or other disposition of any Collateral to any Person other than the Company or any Restricted Subsidiaries (but excluding any transaction subject to Article 5 where the recipient is required to become the obligor on the Notes or after the occurrence a Guarantee) that does not violate any of the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf terms of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; provided, that, the Administrative Agent as agent for the Secured Parties will make no representation or warranty, express or implied, this Indenture (with respect to the Lien on such Collateral); (vi) in whole or in part, in accordance with the provisions of the Intercreditor Agreement; or (vii) as to any such Loan or Supplemental Interest in connection with such sale or transfer and assignmentCollateral that becomes an Excluded Asset. (b) Upon The Collateral Agent and, if necessary, the Trustee shall, at the Issuers’ expense, execute, deliver or acknowledge any request for a necessary or proper instruments of termination, satisfaction or release to evidence and shall do or cause to be done all other acts reasonably necessary to effect, in each case as soon as is reasonably practicable, the release of certain Loans in connection with a proposed Discretionary Saleany Collateral permitted to be released pursuant to this Indenture and the Security Documents, ifsuch instruments of release to be prepared and delivered to the Collateral Agent and, upon application of the proceeds of such transaction in accordance with Section 2.8if necessary, the requirements of Section 2.16 shall have been metTrustee, the Administrative Agent as agent for the Secured Parties will, to the extent requested by the Borrower or Issuers. Neither the Servicer on behalf of Trustee nor the Borrower, release its interest in such Loan and any Supplemental Interests related thereto. In connection with Collateral Agent shall be liable for any such release on undertaken in good faith and that it believes to be authorized or after within the occurrence of rights or powers conferred upon it by this Indenture and the above, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any termination statements and any other releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Loan and Supplemental Interest; 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 Loan or Supplemental Interest in connection with such sale or transfer and assignmentSecurity Documents. (c) Upon receipt by The release of any Collateral from the Administrative Agent terms of this Indenture and the Security Documents will not be deemed to impair the security under this Indenture in contravention of the Proceeds of a repurchase of an Ineligible Loan (as such term provisions hereof if and to the extent the Collateral is defined in the Purchase Agreement) by the Originator released pursuant to the terms of Section 6.1 of the Purchase Agreement, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Ineligible Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such repurchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Ineligible Loan and Supplemental InterestSecurity Documents. (d) Upon receipt by the Administrative Agent of the Proceeds of a purchase of a Transferred Loan by the Servicer pursuant to the terms of Section 7.7, the Administrative Agent, as agent for the Secured Parties, shall be deemed to have automatically released its interest in such Transferred Loan and any Supplemental Interests related thereto without any further action on its part. In connection with any such release on or after the occurrence of such purchase, the Administrative Agent, as agent for the Secured Parties, will execute and deliver to the Borrower or the Servicer on behalf of the Borrower any releases and instruments as the Borrower or the Servicer on behalf of the Borrower may reasonably request in order to effect the release of such Transferred Loan and Supplemental Interest.

Appears in 1 contract

Samples: Indenture (Coty Inc.)

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