Common use of Release of Pledged Receivables Clause in Contracts

Release of Pledged Receivables. (a) Subject to Section 2.20 hereof, upon the repayment of any Loan, the Borrower may, with the consent of the Agent, obtain the release of any Pledged Receivable and the related Other Conveyed Property or other Related Security securing such Loan by depositing into the Collection Account the Release Price therefor on the date of such repayment; provided, that the foregoing release shall only be available if, after giving effect thereto and the application of the proceeds thereof in accordance with the terms hereof, there shall not be a Borrowing Base Deficiency or Early Amortization Event. (b) The Borrower shall notify the Agent of any Release Price to be paid pursuant to this Section 2.18 on the Business Day on which such Release Price shall be paid specifying the Pledged Receivables to be released and the Release Price. (c) The Agent and Lender further agree, upon request of the Borrower, to release from the security interest of this Agreement (and following such release, the Borrower may reconvey the affected Receivable to EEF, without recourse, representation or warranty) any Pledged Receivable and the related Other Conveyed Property or other Related Security, if the outstanding balance of such Pledged Receivable is not then being included in the calculation of the Capital Limit (i) due to its not constituting an Eligible Receivable (and the reason therefor is not a Transferor Purchase Event which remains uncured) , or (ii) due to its exclusion as part of the Overconcentration Amount. Notwithstanding the foregoing, the foregoing release shall only be available if, after giving effect thereto, there shall not exist a Borrowing Base Deficiency or Early Amortization Event. (d) After the Collection Date has occurred, the Lender and the Agent, in accordance with their respective interests, shall re-assign and transfer to the Borrower, for no consideration but at the sole expense of the Borrower, their respective remaining interests in the Pledged Assets, free and clear of any Adverse Claim resulting solely from an act by the Lender or the Agent but without any other representation or warranty, express or implied, by or recourse against the Lender or the Agent.

Release of Pledged Receivables. (a) Subject to Section 2.20 hereof, upon 2.13 hereof (i) in connection with a proposed sale by the repayment Borrower of any LoanPledged Receivable(s) to a third party (including, without limitation, in connection with a Take-Out Securitization or a Whole Loan Sale), the Borrower may, with the consent of the Agent, may obtain the release of any Pledged Receivable and, solely to the extent related to such Pledged Receivable, the Related Security and the other related Other Conveyed Property or other Related Security securing such Loan from the security interest created hereunder, by depositing into an account designated by the Collection Account Agent the Release Price therefor on the date of such repaymentrepurchase plus the Release Fee (as defined in the Fee Letter) payable in connection with such transaction; provided, that the foregoing release shall only be available if, after giving effect thereto and the application of the proceeds thereof together with such other amounts the Borrower shall then have deposited with the Agent on behalf of the Secured Parties in accordance with the terms hereof, there shall not be a Borrowing Base Deficiency or Deficiency, an Early Amortization Event. , an event that but for notice or lapse of time or both would constitute an Early Amortization Event, an Event of Default or an Unmatured Event of Default or (bii) upon the substitution of any Pledged Receivable in accordance with Section 2.08, the Borrower may, with the consent of the Agent, obtain the release of such Substituted Receivables and, solely to the extent related to such Substituted Receivable, the Related Security and other related Other Conveyed Property (including, without limitation, the release of any security interest of the Agent or the Borrower therein). The Borrower shall notify the Agent of any Release Price to be paid pursuant to this Section 2.18 on 2.16 at least five (5) Business Days prior to the Business Day date on which such Release Price shall be paid specifying the Pledged Receivables to be released and the Release Price. (c) The Agent and Lender further agree, upon request of the Borrower, to release from the security interest of this Agreement (and following such release, the Borrower may reconvey the affected Receivable to EEF, without recourse, representation or warranty) any Pledged Receivable and the related Other Conveyed Property or other Related Security, if the outstanding balance of such Pledged Receivable is not then being included in the calculation of the Capital Limit (i) due to its not constituting an Eligible Receivable (and the reason therefor is not a Transferor Purchase Event which remains uncured) , or (ii) due to its exclusion as part of the Overconcentration Amount. Notwithstanding the foregoing, the foregoing release shall only be available if, after giving effect thereto, there shall not exist a Borrowing Base Deficiency or Early Amortization Event. (d) After the Collection Date has occurred, the Lender and the Agent, in accordance with their respective interests, shall re-assign and transfer to the Borrower, for no consideration but at the sole expense of the Borrower, their respective remaining interests in the Pledged Assets, free and clear of any Adverse Claim resulting solely from an act by the Lender or the Agent but without any other representation or warranty, express or implied, by or recourse against the Lender or the Agent.Release

Release of Pledged Receivables. (a) Subject to Section 2.20 hereof, upon In connection with the repayment consummation of any LoanThird Party Sale or any repurchase by Freedom Financial of Pledged Receivables pursuant to the PCA, the Borrower may, with the consent of the Agent, may obtain the release of any Pledged Receivable subject to any such transaction at any time after the date hereof by (i) providing the Administrator with written notice, no later than the second Business Day preceding the proposed release, specifying (x) the Pledged Receivables to be released, (y) the reason for such release, and (z) the related Other Conveyed Property or other Related Security securing Release Price to be paid pursuant to such Loan by release, and (ii) depositing into the Collection Account the Release Price therefor on the date of such repaymenttherefor; provided, that the foregoing release shall only be available ifif no Default or Event of Default has occurred and is continuing and, after giving effect thereto and the application of the proceeds thereof in accordance with the terms hereof, there no Borrowing Base Deficiency shall exist; provided, further, that any such release shall only occur upon the Administrator’s receipt of the related Release Price and written confirmation of such release, which confirmation shall not be unreasonably withheld. Any Third Party Sale to a Borrowing Base Deficiency Person other than ReMark or Early Amortization Event. (b) The an Affiliate thereof shall require the prior written consent of the Lender. In connection with any Third Party Sale of Pledged Receivables permitted under this Agreement, the Borrower shall notify the Agent of any Release Price will dividend or otherwise convey to be paid pursuant to this Section 2.18 on the Business Day on which such Release Price shall be paid specifying Freedom Financial the Pledged Receivables and Other Conveyed Property to be released and the Release Price. (c) The Agent and Lender further agree, upon request of the Borrower, sold pursuant to release from the security interest of this Agreement (and following such release, the Borrower may reconvey the affected Receivable to EEF, Third Party Sale without recourse, representation or warranty) warranty of any kind, and Freedom Financial will be the seller of such Pledged Receivable Receivables and the related Other Conveyed Property or other Related Security, if the outstanding balance of such Pledged Receivable is not then being included in the calculation of the Capital Limit (i) due to its not constituting an Eligible Receivable (and the reason therefor is not a Transferor Purchase Event which remains uncured) , or (ii) due to its exclusion as part of the Overconcentration Amount. Notwithstanding the foregoing, the foregoing release shall only be available if, after giving effect thereto, there shall not exist a Borrowing Base Deficiency or Early Amortization Event. (d) After the Collection Date has occurred, the Lender and the Agent, in accordance with their respective interests, shall re-assign and transfer to the Borrower, for applicable third party purchaser. Under no consideration but at circumstances shall Freedom Financial permit any third party purchaser to have recourse to the sole expense of the Borrower, their respective remaining interests Borrower in the Pledged Assets, free and clear of connection with any Adverse Claim resulting solely from an act by the Lender or the Agent but without any other representation or warranty, express or implied, by or recourse against the Lender or the AgentThird Party Sale.

Release of Pledged Receivables. (a) Subject to Section 2.20 hereof, upon (i) the repayment of any LoanLoan (including, without limitation, the repayment of any Loan in connection with a Take-Out Securitization or a Whole Loan Sale), the Borrower may, with the consent of the Agent, may obtain the release of any Pledged Receivable and the related Other Conveyed Property or other Related Security securing such Loan (including, without limitation, the release of any security interest of the Agent or the Borrower therein) by depositing into an account designated by the Collection Account Agent the Release Price therefor on the date of such repaymentrepayment plus, in the case of any such release related to a Whole Loan Sale, the Disposition Fee (as defined in the Fee Letter) payable in connection with such Whole Loan Sale; provided, that the foregoing release shall only be available if, after giving effect thereto and the application of the proceeds thereof in accordance with the terms hereof, there shall not be a Borrowing Base Deficiency or Early Amortization Event, or an event that but for notice or lapse of time or both would constitute an Early Amortization Event or (ii) the substitution of any Pledged Receivable in accordance with Section 2.07, the Borrower may, with the consent of the Agent (which shall not be unreasonably withheld), obtain the release of such substituted Pledged Receivables and the related Other Conveyed Property or Related Security. (b) The Borrower shall notify the Agent of any Release Price to be paid pursuant to this Section 2.18 on the Business Day on which such Release Price shall be paid specifying the Pledged Receivables to be released and the Release Price. (c) The Agent and Lender further agree, upon request of the Borrower, to release from the security interest of this Agreement (and following such release, the Borrower may reconvey the affected Receivable to EEF, without recourse, representation or warranty) any Pledged Receivable and the related Other Conveyed Property or other Related Security, if the outstanding balance of such Pledged Receivable is not then being included in the calculation of the Capital Limit (i) due to its not constituting an Eligible Receivable (and the reason therefor is not a Transferor Purchase Event which remains uncured) , or (ii) due to its exclusion as part of the Overconcentration Amount. Notwithstanding the foregoing, the foregoing release shall only be available if, Promptly after giving effect thereto, there shall not exist a Borrowing Base Deficiency or Early Amortization Event. (d) After the Collection Date has occurred, the Lender and the Agent, in accordance with their respective interests, shall re-assign and transfer to the Borrower, for no consideration but at the sole expense of the Borrower, their respective remaining interests in the Pledged Assets, free and clear of any Adverse Claim resulting solely from an act by the Lender or the Agent but without any other representation or warranty, express or implied, by or recourse against the Lender or the Agent. (d) Upon the request of the Borrower, and at the Borrower's expense, the Agent will execute and deliver such instruments and perform such acts as may be reasonably necessary to carry out the purposes of this Section 2.18.

Release of Pledged Receivables. (a) Subject The Borrower shall not be permitted to Section 2.20 hereof, upon make a prepayment of the repayment Loans Outstanding except in connection with a proposed sale or pledge by the Borrower of any LoanPledged Receivable(s) to a third party (including, without limitation, in connection with a Take-Out Securitization or a Whole Loan Transaction) pursuant to which the Borrower pays the applicable Release Price and related Liquidation Fees. In such case, the Borrower may obtain the release of any such Pledged Receivable(s) and, solely to the extent related to such Pledged Receivable(s), the Related Security and other related Other Conveyed Property, from the security interest created hereunder, by depositing into an account designated by the Agent the Release Price therefor on the date of such repurchase payable in connection with such transaction and any related Liquidation Fees payable as a result of such release. Upon the substitution of any Pledged Receivable in accordance with Section 2.06, the Borrower may, with the consent of the AgentAgent and the Custodian, obtain the release of any Pledged Receivable such Substituted Receivables and, solely to the extent related to such Substituted Receivable, the Related Security and the other related Other Conveyed Property or other Related Security securing such Loan by depositing into (including, without limitation, the Collection Account the Release Price therefor on the date release of such repayment; provided, that the foregoing release shall only be available if, after giving effect thereto and the application any security interest of the proceeds thereof in accordance with Agent or the terms hereof, there shall not be a Borrowing Base Deficiency or Early Amortization Event. (b) Borrower therein). The Borrower shall notify the Agent of any Release Price and Liquidation Fees to be paid pursuant to this Section 2.18 on 2.14 at least ten (10) Business Days prior to the Business Day date on which such Release Price shall be paid specifying the Pledged Receivables to be released and the Release Price; provided that it shall be a condition precedent to the release of any Pledged Receivables (and corresponding prepayment of Loans Outstanding) that as of the date such Pledged Receivables are to be released the Overall Hedge Position must be not less than 95.0% of the Loans Outstanding as of such date and (solely in respect of Qualifying Interest Rate Xxxxxx that are interest rate swap agreements) not more than 105.0% of the Loans Outstanding as of such date. Amounts paid by the Borrower pursuant to this Section 2.14 on account of Pledged Receivables shall be treated as payments on Pledged Receivables hereunder. (cb) The Agent and Lender further agree, upon request At the close of business on the Borrower, to release from the security interest of this Agreement (and following such releaseCollection Date, the Borrower may reconvey the affected Receivable to EEF, without recourse, representation or warranty) any Pledged Receivable and the related Other Conveyed Property or other Related Security, if the outstanding balance of such Pledged Receivable is not then being included in the calculation of the Capital Limit (i) due to its not constituting an Eligible Receivable (and the reason therefor is not a Transferor Purchase Event which remains uncured) , or (ii) due to its exclusion as part of the Overconcentration Amount. Notwithstanding the foregoing, the foregoing release shall only be available if, after giving effect thereto, there shall not exist a Borrowing Base Deficiency or Early Amortization Event. (d) After the Collection Date has occurred, the Lender Lenders and the Agent, in accordance with their respective interests, shall hereby automatically re-assign and transfer to the Borrower, for no consideration but at the sole expense of the Borrower, their respective remaining interests in the Pledged AssetsCollateral, free and clear of any Adverse Claim resulting solely from an act by the Lender or the Agent but without any other representation or warranty, express or implied, by or recourse against the Lender Lenders or the Agent. (c) Upon the request of the Borrower, and at the Borrower’s expense, the Agent hereby authorizes the filing and/or execution of such documents as reasonably requested by the Borrower in order to effect any reassignment and resale of Pledged Receivables repurchased or substituted by Xxxxxx pursuant to the Purchase and Contribution Agreement or paid in full by the related Obligor and shall notify the Custodian pursuant to the Custodial Agreement to release the related Receivable File to the Borrower or Xxxxxx, as applicable.