Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit M) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower. (b) Promptly after the Collection Date has occurred, the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 8 contracts
Samples: Loan and Servicing Agreement (SLR Investment Corp.), Loan and Servicing Agreement (SLR Investment Corp.), Ninth Amendment to the Loan and Servicing Agreement (SLR Senior Investment Corp.)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Lien Release Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related agent, administrative agent or Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit MN) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver release and ship for delivery the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (each Lender and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent in accordance with their respective interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsAgent, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 5 contracts
Samples: Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or an URC Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and (ii) any Loan Asset or any other asset in the Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit M) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 5 contracts
Samples: Loan and Servicing Agreement (TCG Bdc, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.), Loan and Servicing Agreement (NF Investment Corp.)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Lien Release Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and Asset, (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount and (iii) any Collateral Portfolio as otherwise specified in, and in accordance with, Section 3.4 of the Custody Agreement. The Servicer, with the consent of the Administrative Agent, shall give notice of such release to the Collateral Custodian and the Collateral Agent (in the form of Exhibit L). If applicable, the Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit M) (unless the Collateral Custodian and Collateral Agent are the same Person) Borrower and take other such actions as shall reasonably be requested by the Borrower to effect such a release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent Servicer as described in the immediately preceding sentencefirst sentence of this clause (a), if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (each Lender and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent in accordance with their respective interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsAgent, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 5 contracts
Samples: Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Dividend or Lien Release Dividend, sold or substituted in accordance with the applicable provisions of Section 2.07 or liquidated in accordance with Sections 6.05 and 12.08(a) and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Borrower Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit ML) (unless the Collateral Custodian and the Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver to the Borrower (or its designee) the Required Loan Documents relating to the BorrowerLoan Asset subject to such release within two Business Days of receipt of such notification and request.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (Lender and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent in accordance with their respective interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to Agent, the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 4 contracts
Samples: Omnibus Amendment (Ares Capital Corp), Omnibus Amendment (Ares Capital Corp), Omnibus Amendment (Ares Capital Corp)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Dividend or Lien Release Dividend, sold or substituted in accordance with the applicable provisions of Section 2.07 or liquidated in accordance with Section 6.05 and 12.08(a) and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral AgentTrustee, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative AgentServicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit M) (unless the Collateral Custodian and Collateral Agent are the same PersonN) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent Trustee as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (Note Purchaser and to the extent that the Borrower identifies Liens held by such PersonsAgent, any Lenderin accordance with their respective interests, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsTrustee, any Lender, Lender Agent Note Purchaser or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent Note Purchaser or the Administrative Agent.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Dividend or Lien Release Dividend, sold or substituted in accordance with the applicable provisions of Section 2.07 or liquidated in accordance with Sections 6.05 and 12.08(a) and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral AgentTrustee, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative AgentServicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit M) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent Trustee as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, each Lender and the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsAgent, any Lenderin accordance with their respective interests, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsTrustee, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Ares Capital Corp), Loan and Servicing Agreement (Ares Capital Corp), Loan and Servicing Agreement (Ares Capital Corp)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Lien Release Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit ML) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (each Lender and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent in accordance with their respective interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsAgent, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp.), Loan and Servicing Agreement (Fifth Street Finance Corp), Loan and Servicing Agreement (Fifth Street Finance Corp)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and 2.07, (ii) any Collateral Loan Asset (and the related Portfolio that expires by its terms and Assets pertaining thereto) with respect to which all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount and (iii) the entire Collateral Portfolio following the Collection Date. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Borrower Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Administrator and Collateral Custodian (in the form of Exhibit ML) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian Administrator or the Collateral Custodian, as applicable, shall deliver the Required Loan Documents to the Borrower.
. Neither the Collateral Administrator nor the Collateral Custodian shall be liable for any action taken by pursuant to this Section 2.16, and shall have any duty to investigate or ascertain whether such action, notification or any direction complies with any term of the Transaction Documents (b) Promptly after other than confirming the deposit by the Servicer of the proceeds of a Loan into the Collection Date has occurred, the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative AgentAccount), at the direction of the Administrative Agent shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund), Loan and Servicing Agreement (Oaktree Strategic Credit Fund), Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Lien Release Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 or liquidated in accordance with Sections 6.05 and 12.08(a) and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit MJ) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (each Lender and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent in accordance with their respective interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsAgent, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Solar Capital Ltd.), Consent and Omnibus Amendment (Solar Capital Ltd.), Consent and Omnibus Amendment (Solar Senior Capital Ltd.)
Release of Loan Assets. (a) The Borrower may obtain the release of Collateral Agent’s Liens and all of the Lenders’ rights hereunder as to (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold transferred or substituted in accordance with the applicable provisions of Section 2.07 2.06 and any Portfolio Assets pertaining to such Loan Asset and (ii) any Loan Asset or any other asset in the Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit M) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp)
Release of Loan Assets. (a) The Borrower may obtain the release from the Lien of the Administrative Agent granted under the Transaction Documents of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset 2.07, and (ii) any Collateral Loan Asset (and the related Portfolio Assets pertaining thereto) that terminates or expires by its terms and for which all amounts in respect thereof have been paid in full by the related Obligor Obligors and deposited in the Collection Account. The Collateral Administrative Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative AgentBorrower, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit MI) (unless the Collateral Custodian and Collateral Administrative Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Administrative Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents Asset File to the Servicer, who shall deliver such Loan Asset File to the Borrower.
(b) Promptly after the Collection Date has occurredFacility Termination Date, the Collateral Liens of the Administrative Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or ) granted under the Administrative Agent), at the direction of the Administrative Agent Transaction Documents shall release to the Borrowerbe automatically released, for no consideration but at the sole expense of the Borrower, its remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Administrative Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or ) under the Administrative Agent)Transaction Documents, but without any other representation or warranty, express or implied, by or recourse against the Servicer, the Collateral Agent, any LenderCustodian, any Lender Agent or the Administrative Agent, and the Administrative Agent shall promptly execute evidence of any such release as the Borrower may prepare and present, at the sole expense of the Borrower.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.), Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.), Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Lien Release Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit MN) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (each Lender and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent in accordance with their respective interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsAgent, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp), Loan and Servicing Agreement (Fifth Street Finance Corp)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Lien Release Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit MN) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (each Lender and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent in accordance with their respective interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsAgent, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Solar Capital Ltd.), Loan and Servicing Agreement (Solar Capital Ltd.)
Release of Loan Assets. (a) The Borrower may obtain Lien granted and created pursuant to this Agreement shall be automatically released with respect to the release of following: (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and 2.07, (ii) any Collateral Loan Asset (and the related Portfolio that expires by its terms and Assets pertaining thereto) with respect to which all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount and (iii) the entire Collateral Portfolio following the Collection Date. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Servicer and the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Administrator and Collateral Custodian (in the form of Exhibit ML) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian Administrator or the Collateral Custodian, as applicable, shall deliver the Required Loan Documents to the Borrower.
. Neither the Collateral Administrator nor the Collateral Custodian shall be liable for any action taken by pursuant to this Section 2.16, and shall have any duty to investigate or ascertain whether such action, notification or any direction complies with any term of the Transaction Documents (b) Promptly after other than confirming the deposit by the Servicer of the proceeds of a Loan into the Collection Date has occurred, the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative AgentAccount), at the direction of the Administrative Agent shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund), Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Release of Loan Assets. (a) The Borrower may obtain the release of (ia) any Loan Asset (and the related Portfolio Assets pertaining theretoRelated Asset) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and 2.07, (b) any Portfolio Assets pertaining to such Loan Asset (and (iithe Related Asset) any Collateral Portfolio that expires by its terms and with respect to which all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount and (c) the entire Collateral following the Collection Date. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Servicer and the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian and the Collateral Administrator (in the form of Exhibit MJ) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian Administrator or the Collateral Custodian, as applicable, shall deliver the Required Loan Documents to the Borrower. Neither the Collateral Administrator nor the Collateral Custodian shall be liable for any action taken by it pursuant to this Section 2.14, and shall have any duty to investigate or ascertain whether such action, notification or any direction complies with any term of the Transaction Documents (other than confirming the deposit by the Servicer of the proceeds of a Loan Asset into the Principal Collection Subaccount).
(b) Promptly after Upon the occurrence of the Collection Date has occurredDate, the respective remaining interests in the Related Assets of each Lender, the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent shall release be automatically released to the Borrower, for no consideration but at the sole expense of the Borrower, its remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender the Collateral Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender the Collateral Agent or the Administrative Agent, and the Collateral Agent or the Administrative Agent shall promptly provide evidence of any such release as the Borrower may request, at the sole expense of the Borrower.
(c) The security interest on any Loan Assets released pursuant to this Section 2.14 or pursuant to Section 2.07 shall be automatically released upon the consummation of the transfer or distribution of such Loan Asset, without any further action from the Collateral Agent or the Administrative Agent; provided, however, the Collateral Agent and the Administrative Agent shall, upon the reasonable request of the Servicer or the Borrower, deliver any documentation or take any actions necessary or desirable to evidence the release of such security interest.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Diameter Credit Co), Loan and Servicing Agreement (Diameter Credit Co)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Dividend or Lien Release Dividend, sold or substituted in accordance with the applicable provisions of Section 2.07 or liquidated in accordance with Sections 6.05 and 12.08(a) and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral AgentTrustee, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative AgentServicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit M) (unless the Collateral Custodian and Collateral Agent are the same PersonN) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent Trustee as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, each Lender and the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsAgent, any Lenderin accordance with their respective interests, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such PersonsTrustee, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 2 contracts
Samples: Omnibus Amendment (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Release of Loan Assets. (a) The Borrower may obtain Lien of the release of Collateral Agent shall be automatically released with respect to: (i) any Loan Asset (and the related Portfolio Assets pertaining theretoRelated Asset) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and 2.07, (ii) any Collateral Portfolio that expires by its terms Loan Asset (and the Related Asset) with respect to which all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) amounts distributed to the Borrower pursuant to Section 2.04, and (iv) the entire Collateral following the Collection Date. Any Non-Levered Loan Asset sold by the Borrower shall be automatically released from the Lien of the Collateral Agent. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Servicer and the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit MJ) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower. Notwithstanding anything to the contrary herein, each of the Administrative Agent, Collateral Agent, Collateral Custodian and Lender agree that the release of the Lien on any Loan Assets (and Related Assets) designated to be sold to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief in connection with an Existing Gxxxx BDC CLO (the “No-Action Relief Assets”) shall be deemed to occur prior to the payment by the Borrowers of its Obligations with respect to such No-Action Relief Assets on the applicable date of transfer and the release of the Lien (other than with respect to the No-Action Relief Assets) with respect to any other Loan Assets being sold to such Existing Gxxxx BDC CLO shall be deemed to occur simultaneously with the payment by the Borrower of its Obligations with respect to such Loan Assets on the applicable date of transfer, in each case, so as to allow the Borrower to sell, assign and otherwise transfer the Collateral to certain parties in accordance with the terms of the No-Action Relief and the related transaction documentation of the Existing Gxxxx BDC CLO (it being understood no such release shall occur until the Administrative Agent has received evidence reasonably satisfactory to it that the conditions precedent to closing of the Existing Gxxxx BDC CLO have been satisfied).
(b) Promptly A Securitization Subsidiary may obtain the release of its entire Securitization Subsidiary Collateral Portfolio (including such Securitization Subsidiary’s Collection Accounts) and shall no longer be party to this Agreement upon (i) the closing of a Securitization by such Securitization Subsidiary and transfer by the Borrower of the equity in such Securitization Subsidiary to an Affiliate, third party or charitable trust or any combination of the foregoing and (ii) satisfaction of the following conditions precedent:
(i) the Borrower shall have delivered a pro forma Borrowing Base Certificate and Loan Asset Schedule to the Administrative Agent reflecting such release;
(ii) the Borrower shall deliver a list of all Loan Assets to be released;
(iii) the Borrower shall have provided ten Business Days’ prior notice of such release to the Administrative Agent and the Collateral Agent and the Administrative Agent shall have provided its prior written consent to such release in its sole discretion;
(iv) the Borrower shall have notified the Administrative Agent of any amount to be deposited into the Borrower’s Collection Account in connection with such release;
(v) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall be correct in all respects, except to the extent relating to an earlier date, after giving effect to such release;
(vi) after giving effect to such release of the applicable Securitization Subsidiary Collateral Portfolio and the deposit into the Borrower Collection Date has occurredAccount in connection therewith and any payments of Advances Outstanding expected to be made in connection with the closing of the Securitization, no Event of Default, Unmatured Event of Default or Borrowing Base Deficiency shall exist; and
(vii) the Borrower and the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent, each Lender, the Collateral Agent (and to the extent that Collateral Custodian in connection with any such release. The Collateral Agent, for the Borrower identifies Liens held by such Personsbenefit of the Secured Parties, any Lendershall, Lender Agent or at the Administrative Agent), sole expense of the Servicer and at the direction of the Administrative Agent shall Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of applicable Securitization Subsidiary, give notice of such release to the BorrowerCollateral Custodian (in the form of Exhibit J) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions (including consenting to a UCC-3 termination for the relevant Securitization Subsidiary, for no consideration but at as applicable) as shall reasonably be requested by the sole expense applicable Securitization Subsidiary to effect such release of the Borrower, its remaining interests Lien in such Securitization Subsidiary Collateral Portfolio created pursuant to this Agreement (which release shall be effective simultaneously with the Portfolio Assets, free closing of the relevant Securitization) and clear of any Lien resulting solely from an act to evidence that such Securitization Subsidiary is no longer party to this Agreement. Upon receiving such notification by the Collateral Agent (and as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the extent that applicable Securitization Subsidiary or any trustee or collateral administrator of such Securitization Subsidiary, as applicable, as directed by the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative AgentServicer.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or an URC Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and (ii) any Loan Asset or any other asset in the Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit M) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its remaining interests in the Portfolio Assets, free and clear of any Lien resulting DMSLIBRARY01\30388519.v8 solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 1 contract
Release of Loan Assets. (a) The Borrower may obtain Lien of the release of Collateral Agent shall be automatically released with respect to: (i) any Loan Asset (and the related Portfolio Assets pertaining theretoRelated Asset) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and 2.07, (ii) any Collateral Portfolio that expires by its terms Loan Asset (and the Related Asset) with respect to which all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) amounts distributed to the Borrower pursuant to Section 2.04, and (iv) the entire Collateral following the Collection Date. Any Non-Levered Loan Asset sold by the Borrower shall be automatically released from the Lien of the Collateral Agent. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Servicer and the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit MJ) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower. Notwithstanding anything to the contrary herein, each of the Administrative Agent, Collateral Agent, Collateral Custodian and Lender agree that the release of the Lien on any Loan Assets (and Related Assets) designated to be sold to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief in connection with an Existing Gxxxx BDC CLO (the “No-Action Relief Assets”) shall be deemed to occur prior to the payment by the BorrowersBorrower of its Obligations with respect to such No-Action Relief Assets on the applicable date of transfer and the release of the Lien (other than with respect to the No-Action Relief Assets) with respect to any other Loan Assets being sold to such Existing Gxxxx BDC CLO shall be deemed to occur simultaneously with the payment by the Borrower of its Obligations with respect to such Loan Assets on the applicable date of transfer, in each case, so as to allow the Borrower to sell, assign and otherwise transfer the Collateral to certain parties in accordance with the terms of the No-Action Relief and the related transaction documentation of the Existing Gxxxx BDC CLO (it being understood no such release shall occur until the Administrative Agent has received evidence reasonably satisfactory to it that the conditions precedent to closing of the Existing Gxxxx BDC CLO have been satisfied).
(b) Promptly A Securitization Subsidiary may obtain the release of its entire Securitization Subsidiary Collateral Portfolio (including such Securitization Subsidiary’s Collection Accounts) and shall no longer be party to this Agreement upon (i) the closing of a Securitization by such Securitization Subsidiary and transfer by the Borrower of the equity in such Securitization Subsidiary to an Affiliate, third party or charitable trust or any combination of the foregoing and (ii) satisfaction of the following conditions precedent:
(i) the Borrower shall have delivered a pro forma Borrowing Base Certificate and Loan Asset Schedule to the Administrative Agent reflecting such release;
(ii) the Borrower shall deliver a list of all Loan Assets to be released;
(iii) the Borrower shall have provided ten Business Days’ prior notice of such release to the Administrative Agent and the Collateral Agent and the Administrative Agent shall have provided its prior written consent to such release in its sole discretion;
(iv) the Borrower shall have notified the Administrative Agent of any amount to be deposited into the Borrower’s Collection Account in connection with such release;
(v) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall be correct in all respects, except to the extent relating to an earlier date, after giving effect to such release;
(vi) after giving effect to such release of the applicable Securitization Subsidiary Collateral Portfolio and the deposit into the Borrower Collection Date has occurredAccount in connection therewith and any payments of Advances Outstanding expected to be made in connection with the closing of the Securitization, no Event of Default, Unmatured Event of Default or Borrowing Base Deficiency shall exist; and
(vii) the Borrower and the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent, each Lender, the Collateral Agent (and to the extent that Collateral Custodian in connection with any such release. The Collateral Agent, for the Borrower identifies Liens held by such Personsbenefit of the Secured Parties, any Lendershall, Lender Agent or at the Administrative Agent), sole expense of the Servicer and at the direction of the Administrative Agent shall Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of applicable Securitization Subsidiary, give notice of such release to the BorrowerCollateral Custodian (in the form of Exhibit J) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions (including consenting to a UCC-3 termination for the relevant Securitization Subsidiary, for no consideration but at as applicable) as shall reasonably be requested by the sole expense applicable Securitization Subsidiary to effect such release of the Borrower, its remaining interests Lien in such Securitization Subsidiary Collateral Portfolio created pursuant to this Agreement (which release shall be effective simultaneously with the Portfolio Assets, free closing of the relevant Securitization) and clear of any Lien resulting solely from an act to evidence that such Securitization Subsidiary is no longer party to this Agreement. Upon receiving such notification by the Collateral Agent (and as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the extent that applicable Securitization Subsidiary or any trustee or collateral administrator of such Securitization Subsidiary, as applicable, as directed by the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative AgentServicer.
Appears in 1 contract
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Release of Loan Assets. (a) The Borrower may obtain the release of In connection with (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and Asset, (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount and (iii) any Loan Asset and/or portion of the Collateral Portfolio as otherwise specified in, and in accordance with, Section 12.08 hereof, upon the applicable date of sale, substitution and/or deposit in the Collection Account of all required amounts specified by the applicable Section, the Collateral Agent, on behalf of the Secured Parties, shall, automatically and without further action be deemed to, and hereby does, transfer, assign and set over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under such Loan Asset and the related Collateral Portfolio, all rights to security for any such Loan Asset, and all Proceeds and products of the foregoing. The Collateral Manager shall give notice of such release to the Collateral Custodian and the Collateral Agent (in the form of Exhibit G). If applicable, following receipt of such release substantially in the form of Exhibit G the Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative AgentCollateral Manager, execute such documents and instruments of release as may be prepared by the Servicer Collateral Manager on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit M) (unless the Collateral Custodian and Collateral Agent are the same Person) Borrower and take other such actions as shall reasonably be requested by the Borrower (or the Collateral Manager on behalf of the Borrower) to effect such a release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent Manager as described in the immediately preceding sentencesecond sentence of this clause (a), if applicable, the Collateral Custodian shall deliver the Required Loan Documents Asset File to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Personseach Secured Party, any Lenderin accordance with their respective interests, Lender Agent or the Administrative Agent)shall automatically and without further action be deemed to, at the direction of the Administrative Agent shall and hereby does, release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, or any Lender, Lender Agent or the Administrative Agent), Secured Party but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agentany Secured Party.
Appears in 1 contract
Samples: Omnibus Amendment (Blue Owl Technology Finance Corp. II)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Dividend or Lien Release Dividend, sold or substituted in accordance with the applicable provisions of Section 2.07 or liquidated in accordance with Sections 6.05 and 12.08(a) and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Borrower Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit ML) (unless the Collateral Custodian and the Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver to the Borrower (or its designee) the Required Loan Documents relating to the BorrowerLoan Asset subject to such release within two Business Days of receipt of such notification and request.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (Lender and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent in accordance with their respective interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to Agent, the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.. BUSINESS.29976944.129976944.10
Appears in 1 contract
Samples: Amendment No. 9 (Ares Capital Corp)
Release of Loan Assets. (a) The Borrower may obtain the release of (ia) any Loan Asset (and the related Portfolio Assets pertaining theretoRelated Asset) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and 2.07, (b) any Portfolio Assets pertaining to such Loan Asset (and (iithe Related Asset) any Collateral Portfolio that expires by its terms and with respect to which all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount and (c) the entire Collateral following the Collection Date. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Servicer and the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian and the Collateral Administrator (in the form of Exhibit MJ) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian Administrator or the Collateral Custodian, as applicable, shall deliver the Required Loan Documents to the Borrower. Neither the Collateral Administrator nor the Collateral Custodian shall be liable for any action taken by it pursuant to this Section 2.14, and shall have any duty to investigate or ascertain whether such action, notification or any direction complies with any term of the Transaction Documents (other than confirming the deposit by the Servicer of the proceeds of a Loan Asset into the Principal Collection Subaccount).
(b) Promptly after Upon the occurrence of the Collection Date has occurredDate, the respective remaining interests in the Related Assets of each Lender, the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent shall release be automatically released to the Borrower, for no consideration but at the sole expense of the Borrower, its remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender the Collateral Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender the Collateral Agent or the Administrative Agent, and the Collateral Agent or the Administrative Agent shall promptly provide evidence of any such release as the Borrower may request, at the sole expense of the Borrower.
(c) The security interest on any Loan Assets released pursuant to this Section 2.14 or pursuant to Section 2.07 shall be automatically released upon the consummation of the transfer or distribution of such Loan Asset, without any further action from the Collateral Agent or the Administrative Agent; provided, however, the Collateral Agent and the Administrative Agent shall, upon the reasonable request of the Servicer or the Borrower, deliver any documentation or take any actions necessary or desirable to evidence the release of such security interest.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio released pursuant to a Loan Asset Dividend or Lien Release Dividend, sold or substituted in accordance with the applicable provisions of Section 2.07 2,07 or liquidated in accordance with Sections 6,05 and 12.08(a) and any Portfolio Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Borrower Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit ML) (unless the Collateral Custodian and the Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver to the Borrower (or its designee) the Required Loan Documents relating to the BorrowerLoan Asset subject to such release within two Business Days of receipt of such notification and request.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (Lender and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent in accordance with their respective interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to Agent, the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 1 contract
Samples: Amendment No. 8 (Ares Capital Corp)
Release of Loan Assets. (a) The Borrower may obtain Lien of the release of Collateral Agent shall be automatically released with respect to: (i) any Loan Asset (and the related Portfolio Assets pertaining theretoRelated Asset) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and 2.07, (ii) any Collateral Portfolio that expires by its terms Loan Asset (and the Related Asset) with respect to which all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) amounts distributed to the Borrower pursuant to Section 2.04, and (iv) the entire Collateral following the Collection Date. Any Non-Levered Loan Asset sold by the Borrower shall be automatically released from the Lien of the Collateral Agent. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Servicer and the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit MJ) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower. Notwithstanding anything to the contrary herein, each of the Administrative Agent, Collateral Agent, Collateral Custodian and Lender agree that the release of the Lien on any Loan Assets (and Related Assets) designated to be sold to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief in connection with an Existing Xxxxx BDC CLO (the “No-Action Relief Assets”) shall be deemed to occur prior to the payment by the Borrowers of its Obligations with respect to such No-Action Relief Assets on the applicable date of transfer and the release of the Lien (other than with respect to the No-Action Relief Assets) with respect to any other Loan Assets being sold to such Existing Xxxxx BDC CLO shall be deemed to occur simultaneously with the payment by the Borrower of its Obligations with respect to such Loan Assets on the applicable date of transfer, in each case, so as to allow the Borrower to sell, assign and otherwise transfer the Collateral to certain parties in accordance with the terms of the No-Action Relief and the related transaction documentation of the Existing Xxxxx BDC CLO (it being understood no such release shall occur until the Administrative Agent has received evidence reasonably satisfactory to it that the conditions precedent to closing of the Existing Xxxxx BDC CLO have been satisfied).
(b) Promptly A Securitization Subsidiary may obtain the release of its entire Securitization Subsidiary Collateral Portfolio (including such Securitization Subsidiary's Collection Accounts) and shall no longer be party to this Agreement upon (i) the closing of a Securitization by such Securitization Subsidiary and transfer by the Borrower of the equity in such Securitization Subsidiary to an Affiliate, third party or charitable trust or any combination of the foregoing and (ii) satisfaction of the following conditions precedent:
(i) the Borrower shall have delivered a pro forma Borrowing Base Certificate and Loan Asset Schedule to the Administrative Agent reflecting such release;
(ii) the Borrower shall deliver a list of all Loan Assets to be released;
(iii) the Borrower shall have provided ten Business Days' prior notice of such release to the Administrative Agent and the Collateral Agent and the Administrative Agent shall have provided its prior written consent to such release in its sole discretion;
(iv) the Borrower shall have notified the Administrative Agent of any amount to be deposited into the Borrowe’s Collection Account in connection with such release;
(v) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall be correct in all respects, except to the extent relating to an earlier date, after giving effect to such release;
(vi) after giving effect to such release of the applicable Securitization Subsidiary Collateral Portfolio and the deposit into the Borrower Collection Date has occurredAccount in connection therewith and any payments of Advances Outstanding expected to be made in connection with the closing of the Securitization, no Event of Default, Unmatured Event of Default or Borrowing Base Deficiency shall exist; and
(vii) the Borrower and the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent, each Lender, the Collateral Agent (and to the extent that Collateral Custodian in connection with any such release. The Collateral Agent, for the Borrower identifies Liens held by such Personsbenefit of the Secured Parties, any Lendershall, Lender Agent or at the Administrative Agent), sole expense of the Servicer and at the direction of the Administrative Agent shall Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of applicable Securitization Subsidiary, give notice of such release to the BorrowerCollateral Custodian (in the form of Exhibit J) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions (including consenting to a UCC-3 termination for the relevant Securitization Subsidiary, for no consideration but at as applicable) as shall reasonably be requested by the sole expense applicable Securitization Subsidiary to effect such release of the Borrower, its remaining interests Lien in such Securitization Subsidiary Collateral Portfolio created pursuant to this Agreement (which release shall be effective simultaneously with the Portfolio Assets, free closing of the relevant Securitization) and clear of any Lien resulting solely from an act to evidence that such Securitization Subsidiary is no longer party to this Agreement. Upon receiving such notification by the Collateral Agent (and as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the extent that applicable Securitization Subsidiary or any trustee or collateral administrator of such Securitization Subsidiary, as applicable, as directed by the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative AgentServicer.
Appears in 1 contract
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Release of Loan Assets. (a) The Borrower may obtain Lien of the release of Collateral Agent shall be automatically released with respect to: (i) any Loan Asset (and the related Portfolio Assets pertaining theretoRelated Asset) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and 2.07, (ii) any Collateral Portfolio that expires by its terms Loan Asset (and the Related Asset) with respect to which all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (iii) amounts distributed to the Borrower pursuant to Section 2.04, and (iv) the entire Collateral following the Collection Date. Any Non-Levered Loan Asset sold by the Borrower shall be automatically released from the Lien of the Collateral Agent. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Servicer and the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit MJ) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower. Notwithstanding anything to the contrary herein, each of the Administrative Agent, Collateral Agent, Collateral Custodian and Lender agree that the release of the Lien on any Loan Assets (and Related Assets) designated to be sold to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief in connection with an Existing Xxxxx BDC CLO (the “No-Action Relief Assets”) shall be deemed to occur prior to the payment by the Borrowers of its Obligations with respect to such No-Action Relief Assets on the applicable date of transfer and the release of the Lien (other than with respect to the No-Action Relief Assets) with respect to any other Loan Assets being sold to such Existing Xxxxx BDC CLO shall be deemed to occur simultaneously with the payment by the Borrower of its Obligations with respect to such Loan Assets on the applicable date of transfer, in each case, so as to allow the Borrower to sell, assign and otherwise transfer the Collateral to certain parties in accordance with the terms of the No-Action Relief and the related transaction documentation of the Existing Xxxxx BDC CLO (it being understood no such release shall occur until the Administrative Agent has received evidence reasonably satisfactory to it that the conditions precedent to closing of the Existing Xxxxx BDC CLO have been satisfied).
(b) Promptly A Securitization Subsidiary may obtain the release of its entire Securitization Subsidiary Collateral Portfolio (including such Securitization Subsidiary’s Collection Accounts) and shall no longer be party to this Agreement upon (i) the closing of a Securitization by such Securitization Subsidiary and transfer by the Borrower of the equity in such Securitization Subsidiary to an Affiliate, third party or charitable trust or any combination of the foregoing and (ii) satisfaction of the following conditions precedent:
(i) the Borrower shall have delivered a pro forma Borrowing Base Certificate and Loan Asset Schedule to the Administrative Agent reflecting such release;
(ii) the Borrower shall deliver a list of all Loan Assets to be released;
(iii) the Borrower shall have provided ten Business Days’ prior notice of such release to the Administrative Agent and the Collateral Agent and the Administrative Agent shall have provided its prior written consent to such release in its sole discretion;
(iv) the Borrower shall have notified the Administrative Agent of any amount to be deposited into the Borrower’s Collection Account in connection with such release;
(v) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall be correct in all respects, except to the extent relating to an earlier date, after giving effect to such release;
(vi) after giving effect to such release of the applicable Securitization Subsidiary Collateral Portfolio and the deposit into the Borrower Collection Date has occurredAccount in connection therewith and any payments of Advances Outstanding expected to be made in connection with the closing of the Securitization, no Event of Default, Unmatured Event of Default or Borrowing Base Deficiency shall exist; and
(vii) the Borrower and the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent, each Lender, the Collateral Agent (and to the extent that Collateral Custodian in connection with any such release. The Collateral Agent, for the Borrower identifies Liens held by such Personsbenefit of the Secured Parties, any Lendershall, Lender Agent or at the Administrative Agent), sole expense of the Servicer and at the direction of the Administrative Agent shall Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of applicable Securitization Subsidiary, give notice of such release to the BorrowerCollateral Custodian (in the form of Exhibit J) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions (including consenting to a UCC-3 termination for the relevant Securitization Subsidiary, for no consideration but at as applicable) as shall reasonably be requested by the sole expense applicable Securitization Subsidiary to effect such release of the Borrower, its remaining interests Lien in such Securitization Subsidiary Collateral Portfolio created pursuant to this Agreement (which release shall be effective simultaneously with the Portfolio Assets, free closing of the relevant Securitization) and clear of any Lien resulting solely from an act to evidence that such Securitization Subsidiary is no longer party to this Agreement. Upon receiving such notification by the Collateral Agent (and as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the extent that applicable Securitization Subsidiary or any trustee or collateral administrator of such Securitization Subsidiary, as applicable, as directed by the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative AgentServicer.
Appears in 1 contract
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and 2.07, (ii) any Collateral Loan Asset (and the related Portfolio that expires by its terms and Assets pertaining thereto) with respect to which all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection AccountAccount and (iii) the entire Collateral Portfolio following the Collection Date. The Collateral Agent, for the benefit of the Secured Parties, shall shall, at the sole expense of the Borrower Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit ML) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (Lender and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent in accordance with their respective interests, shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its their respective remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to Agent, the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Onex Direct Lending BDC Fund)
Release of Loan Assets. (a) The Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) removed from the Collateral Portfolio pursuant to a Loan Asset Dividend or an URC Loan Asset Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio Assets pertaining to such Loan Asset and (ii) any Loan Asset or any other asset in the Collateral Portfolio that expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account. The Collateral Agent, for the benefit of the Secured Parties, shall at the sole expense of the Borrower and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit M) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.
(b) Promptly after the Collection Date has occurred, the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), at the direction of the Administrative Agent shall release to the Borrower, for no consideration but at the sole expense of the Borrower, its remaining interests in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent (and to the extent that the Borrower identifies Liens held by such Persons, any Lender, Lender Agent or the Administrative Agent), but without any other representation or 80 DMSLIBRARY01\32370595.v1 warranty, express or implied, by or recourse against the Collateral Agent, any Lender, any Lender Agent or the Administrative Agent.
Appears in 1 contract
