Common use of Eligible Assets Clause in Contracts

Eligible Assets. Subject to Section 4.6, the assets held in the Trust Account shall be valued at their Statutory Book Value as of the date as of which such assets are required to be valued. The assets that may be held in the Trust Account shall consist of cash and/or investments (including Commercial Mortgage Loans) consistent with the requirements for authorized investments and admitted assets in the Reinsurer’s state of domicile and that meet the requirements for the composition of collateral stipulated in NAIC Accounting Practices and Procedures Manual Appendix A-785, Credit for Reinsurance, as amended from time to time, including paragraph 18 thereof; provided, that (i) each such investment that is a security is issued by an institution that is not the Reinsurer, the Ceding Company or an Affiliate of either Party and (ii) such investments comply with the Investment Guidelines; provided, further, that following a Triggering Event, in addition to complying with the Investment Guidelines, such investments shall also meet all requirements under the Ceding Company Domiciliary State insurance law and regulations with respect to providing Reserve Credit to the Ceding Company, including, for the avoidance of doubt, any durational limits therein (the assets, other than Commercial Mortgage Loans pledged to the Trustee, meeting the requirements of this sentence being the “Eligible Assets”). The Parties agree that Eligible Assets shall be deposited into the Trust Account and that, prior to a Triggering Event, Commercial Mortgage Loans shall be pledged to the Trustee by the Reinsurer, in each case to be held by the Trustee in the Trust Account. From time to time, subject to Section 4.6, the Reinsurer may direct the Trustee to substitute assets held in the Trust Account; provided, that at the time of such substitution, the withdrawn assets are replaced with other Eligible Assets or Commercial Mortgage Loans having a Statutory Book Value at least equal to the Statutory Book Value of the assets withdrawn. The Trustee shall have no responsibility whatsoever to determine the value of such substituted assets or that such substituted assets constitute Eligible Assets or eligible Commercial Mortgage Loans.

Eligible Assets. Subject to Section 4.6, the The assets held in the Trust Account shall be valued at their Statutory Book Value as of the date as of which such assets are required to be valued. The assets that may be held in the Trust Account shall consist of cash and/or investments (including Commercial Mortgage Loans) consistent with the requirements for authorized investments and admitted assets in the ReinsurerCeding Company’s state of domicile and that meet the requirements for the composition Reinsurer’s state of collateral stipulated in NAIC Accounting Practices and Procedures Manual Appendix A-785, Credit for Reinsurance, as amended from time to time, including paragraph 18 thereofdomicile; provided, that (ix) each such investment that is a security is issued by an institution that is not the Reinsurer, the Ceding Company or an Affiliate of either Party and (iiy) such investments comply with the Investment Guidelines; provided, further, that that, following and during the continuation of a Triggering Recapture Event, in addition to complying with the Investment Guidelines, such investments shall also meet all requirements under the Ceding Company Domiciliary State state of domicile’s insurance law and regulations with respect to providing Reserve Credit to the Ceding Company, including, for the avoidance of doubt, any durational limits therein Company (the assets, other than Commercial Mortgage Loans pledged to the Trustee, assets meeting the requirements of this sentence being the “Eligible Assets”). The Parties agree that Eligible Assets shall be deposited into the Trust Account and that, prior to a Triggering Event, Commercial Mortgage Loans shall be pledged to the Trustee by the Reinsurer, in each case to be held by the Trustee in the Trust Account. From time to time, subject to Section 4.64.7, the Reinsurer may direct the Trustee to substitute assets held in the Trust Account; provided, provided that (i) at the time of such substitution, the withdrawn assets are replaced with other Eligible Assets or Commercial Mortgage Loans having a Statutory Book Value at least equal to the Statutory Book Value of the assets withdrawn. The Trustee shall have no responsibility whatsoever to determine , and (ii) the value Market-to-Book Requirement is satisfied; provided that for purposes of such substituted assets or that such substituted assets constitute clause (ii), during the period when the Hedge Account Control Agreements are in effect, in determining the Market-toBook Ratio, the Fair Market Value of Eligible Assets in the Trust Account shall include the Hedging Assets Value, and subject to Section 4.11(e) the Ceding Company will cooperate with the Reinsurer in good faith on any substitution or eligible Commercial Mortgage Loansdisposition of any Eligible Asset risks which are hedged under any Hedging Asset.

Eligible Assets. Subject to Section 4.6, the assets held in the Trust Account shall be valued at their Statutory Book Value as of the date as of which such assets are required to be valued. The assets that may be held in the Trust Account shall consist of cash and/or or investments (including Commercial Mortgage Loans) of the type consistent with the requirements for authorized investments and admitted assets in under the Reinsurer’s state insurance laws of domicile and that meet the requirements for the composition of collateral stipulated in NAIC Accounting Practices and Procedures Manual Appendix A-785, Credit for Reinsurance, as amended from time to time, including paragraph 18 thereofCeding Company Domiciliary State; provided, that during the continuation of a Reserve Credit Triggering Event such assets shall consist only of cash (iUnited States legal tender), certificates of deposit (issued by a United States bank and payable in United States legal tender), and other assets that qualify as investments of the types specified in paragraphs (1), (2), (3), (8), or (10) of subsection (a) of Section 1404 of the New York Insurance Law or any successor thereto (assets meeting the requirements of this proviso and the requirement in clause (a) below, “Regulation 114 Assets”); provided, further, that at all times, (a) each such investment that is a security is issued by an institution that is not the Reinsurerparent, subsidiary or Affiliate of either the Reinsurer or the Ceding Company or an Affiliate of either Party and (iib) such investments comply with the Investment GuidelinesGuidelines set forth in Schedule B; provided, further, that following a Triggering Event, in addition to complying with the Investment Guidelines, such investments shall also meet all requirements under the Ceding Company Domiciliary State insurance law and regulations with respect to providing Reserve Credit to the Ceding Company, including, for the avoidance of doubt, any durational limits therein (the assets, other than Commercial Mortgage Loans pledged to the Trustee, assets meeting the requirements of this sentence being the “Eligible Assets”). The Parties agree that Eligible Assets Any Restricted Asset in the Trust Account shall also be deposited into subject to the limitations set forth in the Trust Agreement. No later than eight (8) Business Days following the end of each Monthly Accounting Period, the Reinsurer shall provide to the Ceding Company a monthly report listing each asset in the Trust Account and thatthe Fair Market Value and Statutory Book Value of each such asset as of the end of the relevant Monthly Accounting Period and certify that each such asset is an Eligible Asset. In addition, prior to during the continuation of a Reserve Credit Triggering Event, Commercial Mortgage Loans each monthly asset listing shall be pledged indicate for each asset in the Trust Account whether or not such asset is a Regulation 114 Asset. The Parties acknowledge that the statutory financial statement credit for the reinsurance ceded to the Trustee by Reinsurer under this Agreement in the Reinsurer, Ceding Company’s Statutory Financial Statements in each case to be held by respect of the Trustee assets in the Trust Account shall not exceed the aggregate Fair Market Value of the Regulation 114 Assets in the Trust Account. From time to time, subject to Section 4.6, the Reinsurer may direct the Trustee to substitute assets held in the Trust Account; provided, that at the time of such substitution, the withdrawn assets are replaced with other Eligible Assets or Commercial Mortgage Loans having a Statutory Book Value at least equal to the Statutory Book Value of the assets withdrawn. The Trustee shall have no responsibility whatsoever to determine the value of such substituted assets or that such substituted assets constitute Eligible Assets or eligible Commercial Mortgage Loans.

Eligible Assets. Subject to Section 4.6, the assets held in the Trust Account shall be valued at their Statutory Book Value as of the date as of which such assets are required to be valued. The assets that may be held in the Trust Account shall consist of cash and/or investments (including Commercial Mortgage Loans) consistent with the requirements for authorized investments and admitted assets in the Reinsurer’s state of domicile and that meet the requirements for the composition of collateral stipulated in NAIC Accounting Practices and Procedures Manual Appendix A-785, Credit for Reinsurance, as amended from time to time, including paragraph 18 thereofNew York Regulation 20; provided, that (i) each such investment that is a security is issued by an institution that is not the Reinsurer, the Ceding Company or an Affiliate of either Party and (ii) such investments comply with the Investment Guidelines; provided, further, that following a Triggering Event, in addition to complying with the Investment Guidelines, such investments shall also meet all requirements under the Ceding Company Domiciliary State insurance law and regulations with respect to providing Reserve Credit to the Ceding Company, including, for the avoidance of doubt, any durational limits therein (the assets, other than Commercial Mortgage Loans pledged to the Trustee, meeting the requirements of this sentence being the “Eligible Assets”). The Parties agree that Eligible Assets shall be deposited into the Trust Account and that, prior to a Triggering Event, Commercial Mortgage Loans shall be pledged to the Trustee by the Reinsurer, in each case to be held by the Trustee in the Trust Account. From time to time, subject to Section 4.6, the Reinsurer may direct the Trustee to substitute assets held in the Trust Account; provided, that at the time of such substitution, the withdrawn assets are replaced with other Eligible Assets or Commercial Mortgage Loans having a Statutory Book Value at least equal to the Statutory Book Value of the assets withdrawn. The Trustee shall have no responsibility whatsoever to determine the value of such substituted assets or that such substituted assets constitute Eligible Assets or eligible Commercial Mortgage Loans.

Eligible Assets. Subject (a) The Credit Parties will be permitted to Section 4.6replace existing Mortgaged Properties as Collateral with one or more replacement Eligible Assets with an aggregate Appraised Value such that, after giving effect to such replacement, the assets held in the Trust Account shall be valued at their Statutory Book Loan-to-Value as of the date as of which such assets are required to be valued. The assets that may be held in the Trust Account shall consist of cash and/or investments (including Commercial Mortgage Loans) consistent with Requirement and the requirements for authorized investments and admitted assets in the Reinsurer’s state of domicile and that meet the requirements for the composition of collateral stipulated in NAIC Accounting Practices and Procedures Manual Appendix A-785, Credit for Reinsuranceclause (c) below are satisfied, as amended from time reasonably determined by the Administrative Agent. If a Mortgaged Property is sold pursuant to timea transaction permitted under Section 10.4, including paragraph 18 thereof; provided, that (i) each such investment that then so long as no Default or Event of Default has occurred and is a security is issued by an institution that is not the Reinsurercontinuing, the Ceding Company or an Affiliate of either Party Administrative Agent will release its Liens and (ii) such investments comply with the Investment Guidelines; provided, further, that following a Triggering Event, in addition to complying with the Investment Guidelines, such investments shall also meet all requirements under the Ceding Company Domiciliary State insurance law and regulations security interests with respect to providing Reserve Credit such Mortgaged Property and the Borrower shall have a period of 120 days following such sale (as such time may be extended by the Administrative Agent in its sole discretion) to provide replacement Eligible Assets as Collateral, during which period the Net Cash Proceeds of such sale shall be placed into an escrow account on terms and conditions reasonably satisfactory to the Ceding Company, including, for Administrative Agent pending receipt of a satisfactory Appraisal of such replacement Eligible Assets demonstrating compliance with the avoidance of doubt, any durational limits therein (the assets, other than Commercial Mortgage Loans pledged to the Trustee, meeting Loan-to-Value Requirement and the requirements of this sentence being clause (c) below. Upon receipt of such Appraisal and completion of the replacement (including delivery of the items in clause (c) below), the Net Cash Proceeds shall be released to the Borrower. (b) If at any time a particular Mortgaged Property ceases to be an Eligible Asset (in each case, a “Eligible AssetsNon-Qualifying Asset”). The Parties agree that , the Borrower shall within 120 days thereafter (as such time may be extended by the Administrative Agent in its sole discretion) either replace such Non-Qualifying Asset with one or more Eligible Assets shall be deposited into and/or provide additional Eligible Assets such that the Trust Account and thatLoan-to-Value Requirement is satisfied, prior to a Triggering Eventas reasonably determined by the Administrative Agent. (c) In connection with the replacement, Commercial Mortgage Loans shall be pledged substitution or addition of any Eligible Asset as Collateral pursuant to the Trustee by the Reinsurer, in each case to be held by the Trustee in the Trust Account. From time to time, subject to Section 4.6foregoing clauses (a) and (b), the Reinsurer may direct Borrower shall deliver the Trustee to substitute assets held items specified in the Trust Account; provided, that at the time of Section 8.22 with respect such substitution, the withdrawn assets are replaced with other Eligible Assets or Commercial Mortgage Loans having a Statutory Book Value at least equal to the Statutory Book Value of the assets withdrawn. The Trustee shall have no responsibility whatsoever to determine the value of such substituted assets or that such substituted assets constitute Eligible Assets or eligible Commercial Mortgage LoansAsset.

Eligible Assets. Subject to Section 4.6(a) At the written request of the Borrower, so long as no Default or Event of Default has occurred and is continuing, the assets held in Credit Parties will be permitted to replace an existing Mortgaged Property with one or more replacement Eligible Assets as Collateral with an aggregate Appraised Value such that, after giving effect to such replacement, the Trust Account shall be valued at their Statutory Book Loan-to-Value Requirement and the requirements of clause (d) below are satisfied, as of reasonably determined by the date as of which such assets are required to be valuedAdministrative Agent. The assets that may be held in the Trust Account shall consist of cash and/or investments (including Commercial Mortgage Loans) consistent with the requirements for authorized investments Administrative Agent will release its Liens and admitted assets in the Reinsurer’s state of domicile and that meet the requirements for the composition of collateral stipulated in NAIC Accounting Practices and Procedures Manual Appendix A-785, Credit for Reinsurance, as amended from time to time, including paragraph 18 thereof; provided, that (i) each such investment that is a security is issued by an institution that is not the Reinsurer, the Ceding Company or an Affiliate of either Party and (ii) such investments comply with the Investment Guidelines; provided, further, that following a Triggering Event, in addition to complying with the Investment Guidelines, such investments shall also meet all requirements under the Ceding Company Domiciliary State insurance law and regulations interests with respect to such Mortgaged Property concurrently with the Borrower providing Reserve Credit such replacement Eligible Assets as Collateral. (b) If a Mortgaged Property is sold pursuant to a transaction permitted under Section 10.4, then so long as no Default or Event of Default has occurred and is continuing, the Administrative Agent will release its Liens and security interests with respect to such Mortgaged Property and the Borrower shall have a period of 120 days following such sale (as such time may be extended by the Administrative Agent in its sole discretion) to provide replacement Eligible Assets as Collateral, during which period the net cash proceeds of such sale shall be placed into an escrow account on terms and conditions reasonably satisfactory to the Ceding Company, including, for Administrative Agent pending receipt of a satisfactory Appraisal of such replacement Eligible Assets demonstrating compliance with the avoidance of doubt, any durational limits therein (the assets, other than Commercial Mortgage Loans pledged to the Trustee, meeting Loan-to-Value Requirement and the requirements of this sentence being clause (d) below. Upon receipt of such Appraisal and completion of the replacement (including delivery of the items in clause (d) below), the net cash proceeds shall be released to the Borrower, along with all accrued interest earned on such escrow account (if any). (c) If at any time a particular Mortgaged Property ceases to be an Eligible Asset (in each case, a “Eligible AssetsNon-Qualifying Asset”). The Parties agree that ) the Borrower shall promptly notify the Administrative Agent and within 120 days thereafter (as such time may be extended by the Administrative Agent in its sole discretion) either replace such Non-Qualifying Asset with one or more Eligible Assets shall be deposited into as Collateral and/or provide additional Eligible Assets as Collateral such that the Trust Account and thatLoan-to-Value Requirement is satisfied, prior to a Triggering Event, Commercial Mortgage Loans shall be pledged to the Trustee as reasonably determined by the ReinsurerAdministrative Agent. In the case of a sale of a Mortgaged Property or a Mortgaged Property becoming a Non-Qualifying Asset, in each case to be held by the Trustee in the Trust Account. From time to time, subject to Section 4.6, the Reinsurer may direct the Trustee to substitute assets held in the Trust Account; provided, that at the time of such substitution, the withdrawn assets are replaced with other Eligible Assets or Commercial Mortgage Loans having a Statutory Book Value at least equal to the Statutory Book Value of the assets withdrawn. The Trustee shall have no responsibility whatsoever to determine the value of such substituted assets Mortgaged Property (based on the most recent Appraisal) shall continue to be included as a Mortgaged Property for purposes of calculating the Loan-to-Value Requirement during such 120-day period (as such time may be extended by the Administrative Agent in its sole discretion). (d) In connection with the replacement, substitution or addition of any Eligible Asset as Collateral pursuant to the foregoing clauses (a), (b) and (c), the Borrower shall deliver the items specified in Section 8.19(b) with respect to such Eligible Asset. Furthermore, if at any time the Administrative Agent (i) reasonably determines that the termination of a management contract with a Governmental Counterparty has negatively and materially affected the value of a Mortgaged Property or (ii) receives notice that a management contract with a Governmental Counterparty with respect to a Mortgaged Property will not be renewed for any reason, the Administrative Agent may request a reappraisal of such substituted assets constitute Eligible Assets or eligible Commercial Mortgage LoansMortgaged Property.

Eligible Assets. Subject to Section 4.6, Customer shall ensure that the assets held in the Trust Account shall be valued at their Statutory Book Value value (as of the date as of which such assets are required to be valued. The assets that may be held in the Trust Account shall consist of cash and/or investments (including Commercial Mortgage Loans) consistent with the requirements for authorized investments and admitted assets in the Reinsurer’s state of domicile and that meet the requirements for the composition of collateral stipulated in NAIC Accounting Practices and Procedures Manual Appendix A-785, Credit for Reinsurance, as amended from time to timetime determined by Broker in its judgment exercised in good faith Advised by Broker to Customer) of all Eligible Assets from time to time on deposit in the Special Custody Account(s) is no less than the value required by Broker (as from time to time determined by Broker in its judgment exercised in good faith and Advised by Broker to Customer) (the value required by Broker, the “Required Securities Margin Value” and the amount by which the Required Securities Margin Value exceeds the value of Eligible Assets in the Special Custody Account(s), if any, the “Securities Margin Deficiency” ). To this end, Customer authorizes Custodian, upon Advice from Broker to transfer Eligible Assets chosen by Broker from any of Customer’s accounts with Custodian to the Special Custody Account(s). Further, to effectuate the foregoing, Customer authorizes Custodian to disclose to Broker the accounts maintained by Custodian for Customer and any and all assets maintained therein or credited thereto including paragraph 18 thereof; provided, that (i) whether each such investment that asset is a security is settled and fully paid for. Custodian agrees to make such disclosure to Broker and to comply with any such instructions issued by an institution Broker. Upon Advice to Customer from Broker that is not the Reinsurerthere are insufficient Eligible Assets in Customer’s accounts with Custodian to cure any Securities Margin Deficiency, the Ceding Company or an Affiliate of either Party and otherwise, Customer shall promptly deposit additional Eligible Assets with a value (ii) such investments comply determined in accordance with the Investment Guidelines; provided, further, that following a Triggering Event, in addition Customer Agreement) sufficient to complying with remedy such deficiency into the Investment Guidelines, such investments shall also meet all requirements under the Ceding Company Domiciliary State insurance law and regulations with respect to providing Reserve Credit to the Ceding Company, including, for the avoidance of doubt, any durational limits therein (the assets, other than Commercial Mortgage Loans pledged to the Trustee, meeting the requirements of this sentence being the “Eligible Assets”)Special Custody Account. The Parties agree parties intend that all Securities transferred into a Special Custody Account as Eligible Assets shall be deposited fully paid for and that all trade settlements of such Securities shall be completed prior to the transfer of such Securities into a Special Custody Account as Collateral. Custodian will notify Broker or Customer if any of the Securities it has requested to be transferred into the Trust Account and that, prior to a Triggering Event, Commercial Mortgage Loans shall be pledged to the Trustee by the Reinsurer, in each case to be held by the Trustee in the Trust Account. From time to time, subject to Section 4.6, the Reinsurer may direct the Trustee to substitute assets held in the Trust Account; provided, that at the time of such substitution, the withdrawn assets are replaced with other Eligible Assets Special Custody Accounts have not yet settled or Commercial Mortgage Loans having a Statutory Book Value at least equal to the Statutory Book Value of the assets withdrawn. The Trustee shall have no responsibility whatsoever to determine the value of such substituted assets or that such substituted assets constitute Eligible Assets or eligible Commercial Mortgage Loansnot been paid for.

Eligible Assets. Subject to Section 4.6(a) At the written request of the Borrower, so long as no Default or Event of Default has occurred and is continuing, the assets held in Credit Parties will be permitted to replace an existing Mortgaged Property with one or more replacement Eligible Assets as Collateral with an aggregate Appraised Value such that, after giving effect to such replacement, the Trust Account shall be valued at their Statutory Book Loan-to-Value Requirement and the requirements of clause (d) below are satisfied, as of reasonably determined by the date as of which such assets are required to be valuedAdministrative Agent. The assets that may be held in the Trust Account shall consist of cash and/or investments (including Commercial Mortgage Loans) consistent with the requirements for authorized investments Administrative Agent will release its Liens and admitted assets in the Reinsurer’s state of domicile and that meet the requirements for the composition of collateral stipulated in NAIC Accounting Practices and Procedures Manual Appendix A-785, Credit for Reinsurance, as amended from time to time, including paragraph 18 thereof; provided, that (i) each such investment that is a security is issued by an institution that is not the Reinsurer, the Ceding Company or an Affiliate of either Party and (ii) such investments comply with the Investment Guidelines; provided, further, that following a Triggering Event, in addition to complying with the Investment Guidelines, such investments shall also meet all requirements under the Ceding Company Domiciliary State insurance law and regulations interests with respect to such Mortgaged Property concurrently with the Borrower providing Reserve Credit such replacement Eligible Assets as Collateral. (b) If a Mortgaged Property is sold pursuant to a transaction permitted under Section 10.4, then so long as no Default or Event of Default has occurred and is continuing, the Administrative Agent will release its Liens and security interests with respect to such Mortgaged Property and the Borrower shall have a period of 120 days following such sale (as such time may be extended by the Administrative Agent in its sole discretion) to provide replacement Eligible Assets as Collateral, during which period (to the Ceding Company, including, for the avoidance of doubt, any durational limits therein (the assets, other than Commercial Mortgage Loans pledged extent permitted pursuant to the Trustee, meeting Existing TLB Credit Agreement without triggering a requirement to prepay Indebtedness under the Existing TLB Credit Agreement) the net cash proceeds of such sale shall be placed into an escrow account on terms and conditions reasonably satisfactory to the Administrative Agent pending receipt of a satisfactory Appraisal of such replacement Eligible Assets demonstrating compliance with the Loan-to-Value Requirement and the requirements of this sentence being clause (d) below. Upon receipt of such Appraisal and completion of the “Eligible Assets”replacement (including delivery of the items in clause (d) below), the net cash proceeds shall be released to the Borrower, along with all accrued interest earned on such escrow account (if any). The Parties agree To the extent the net proceeds from such sale are not permitted by the Existing TLB Credit Agreement to be escrowed without triggering a requirement to prepay Indebtedness, the Extensions of Credit under the Revolving Credit Facility shall be temporarily limited by an amount that would cause the Borrower to be in pro forma compliance with the Loan-to-Value Requirement until such time as replacement Eligible Assets are provided. (c) If at any time a particular Mortgaged Property ceases to be an Eligible Asset (in each case, a “Non-Qualifying Asset”) the Borrower shall promptly notify the Administrative Agent and within 120 days thereafter (as such time may be deposited into the Trust Account and that, prior to a Triggering Event, Commercial Mortgage Loans shall be pledged to the Trustee extended by the ReinsurerAdministrative Agent in its sole discretion) either replace such Non-Qualifying Asset with one or more Eligible Assets as Collateral and/or provide additional Eligible Assets as Collateral such that the Loan-to-Value Requirement is satisfied, in each case to be held as reasonably determined by the Trustee in Administrative Agent. In the Trust Account. From time to timecase of a sale of a Mortgaged Property or a Mortgaged Property becoming a Non-Qualifying Asset, subject to Section 4.6, the Reinsurer may direct the Trustee to substitute assets held in the Trust Account; provided, that at the time of such substitution, the withdrawn assets are replaced with other Eligible Assets or Commercial Mortgage Loans having a Statutory Book Value at least equal to the Statutory Book Value of the assets withdrawn. The Trustee shall have no responsibility whatsoever to determine the value of such substituted assets Mortgaged Property (based on the most recent Appraisal) shall continue to be included as a Mortgaged Property for purposes of calculating the Loan-to-Value Requirement during such 120-day period (as such time may be extended by the Administrative Agent in its sole discretion). (d) In connection with the replacement, substitution or addition of any Eligible Asset as Collateral pursuant to the foregoing clauses (a), (b) and (c), the Borrower shall deliver the items specified in Section 8.19(b) with respect to such Eligible Asset. Furthermore, if at any time the Administrative Agent (i) reasonably determines that the termination of a management contract with a Governmental Counterparty has negatively and materially affected the value of a Mortgaged Property or (ii) receives notice that a management contract with a Governmental Counterparty with respect to a Mortgaged Property will not be renewed for any reason, the Administrative Agent may request a reappraisal of such substituted assets constitute Eligible Assets or eligible Commercial Mortgage LoansMortgaged Property.