Ineligible Collateral. At the direction of the Facility Agent (in its sole discretion), the Borrower shall divest any asset that does not satisfy the definition of “Eligible Contract Payment” or “Permitted Investment” if the Facility Agent determines in its sole discretion that the Borrower’s ownership of such asset could (i) have materially adverse regulatory consequences on any Lender, (ii) results in any reputational harm to any Lender or (iii) result in unfavorable capital treatment for any Lender. The Facility Agent agrees to cooperate in good faith with any waivers necessary to permit such divestiture.
Ineligible Collateral. At the direction of the Facility Agent (in its sole discretion), the Borrower shall use commercially reasonable efforts to divest in a manner reasonably satisfactory to the Facility Agent (i) promptly upon request by the Facility Agent, any Structured Finance Obligation and (ii) as soon as reasonably practicable following the request by the Facility Agent any asset that does not satisfy the definition of “Eligible Collateral Obligation” (other than a Permitted Collateral Obligation) or “Permitted Investment” and the Facility Agent determines that the Borrower’s ownership of such asset is reasonably likely to (a) have materially adverse regulatory consequences on any Lender (in such Lender’s sole discretion) or (b) result in unfavorable capital treatment for any Lender (in such Lender’s sole discretion) and the Borrower and Facility Agent have not otherwise agreed to modifications to this Agreement to address such capital treatment; provided that, any such divestiture shall not be included in the limitation on sales set forth in Section 9.34(a)(v) and that distributions of any such asset may be made without restriction. The Facility Agent agrees to cooperate in good faith with any waivers necessary to permit such divestiture and acknowledges that it does not have any discretion with respect to selecting the purchaser of any asset divested pursuant to this Section 10.28.
Ineligible Collateral. At the direction of the Facility Agent, the Borrower shall use commercially reasonable efforts to divest (either by sale, dividend or as otherwise selected by the Servicer) any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment” if the Facility Agent determines that the Borrower’s ownership of such asset is reasonably likely to (i) have materially adverse regulatory consequences on any Lender, (ii) result in any reputational harm to any Lender or (iii) result in unfavorable capital treatment for any Lender with respect to Section 10.25, in each case, which determination shall be consistent with any determination made by the Facility Agent with respect to other similarly situated borrowers, credit facilities of this type and similar conditions for divestiture. The Facility Agent agrees to cooperate in good faith with any waivers necessary to permit any divestiture pursuant to this Section 10.27; provided that in no event shall an Unmatured Event of Default or an Event of Default be deemed to have occurred in the event the Borrower is not able to effect any divestiture pursuant to this Section 10.27 solely as a result of the Facility Agent’s failure to grant any necessary consent or waiver in connection therewith. USActive 31637433.35 -106- ARTICLE XI THE COLLATERAL AGENT
Ineligible Collateral. Monthly, concurrently with the delivery of the Borrowing Base Certificate under 8.01(e)(i), a report showing (A) Borrower’s Receivables that are not Eligible Receivables, (B) Borrower’s Inventory that is not Eligible Inventory, including, but not limited to, an analysis of all Inventory of Borrower for which the Value of each item of such Inventory exceeds the average Value of such item for the preceding twelve (12) consecutive calendar months, (C) Borrower’s Equipment that is not Eligible Equipment and (D) Borrower’s Real Property that is not Eligible Real Property.
Ineligible Collateral. At the direction of the Facility Agent (in its sole discretion), the Borrower shall, in a commercially reasonable manner, divest any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment”. The Facility Agent agrees to cooperate in good faith with any waivers necessary to permit such divestiture.
Ineligible Collateral. At the direction of the Facility Agent (in its sole discretion), the Borrower shall divest any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment” if the Facility Agent determines that the Borrower’s ownership of such asset could (i) have materially adverse regulatory consequences on any Lender (in such Lxxxxx’s sole discretion), (ii) results in any reputational harm to any Lender (in such Lxxxxx’s sole discretion) or (iii) results in unfavorable capital treatment for any Lender (in such Lender’s sole discretion). The Facility Agent agrees to cooperate in good faith with any waivers necessary to permit such divestiture. The Borrower shall not decline to receive or subsequently sell or transfer any non-Loan asset received in connection with any workout or restructuring of any asset owned by the Borrower, unless otherwise consented to by the Facility Agent in its sole discretion. ARTICLE XI THE COLLATERAL AGENT
Ineligible Collateral. Collateral shipped under clause (a) above, unless returned to Administrative Agent, ceases to be Eligible- Mortgage Collateral (i) to the extent that Collateral Documents for Mortgage Loans with more than a total face amount of $5,000,000 are held by or for any Approved Investor (other than FNMA, FHLMC, and GNMA, or any other investor that Administrative Agent has approved in writing) and (ii) upon the earlier of either the release of the Lender Liens in that Collateral under clause (c) below or the expiration of the Shipping Period for that Collateral.
Ineligible Collateral. At the direction of the Facility Agent (in its sole discretion), the Borrower shall (i) use commercially reasonable efforts to promptly divest any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment” and (ii) promptly divest any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment” to the extent that the Facility Agent determines in its sole discretion that the Borrower’s ownership of such asset is reasonably likely to (a) have material adverse regulatory consequences on any Lender, (b) result in materially unfavorable capital treatment for any Lender or (c) result in any reputational harm to any Lender; provided that, any such divestiture shall not be included in or subject to the limitations on sales set forth in Section 7.10. Without limitation to the foregoing proviso, the Facility Agent agrees to cooperate in good faith with any waivers necessary to permit such divestiture.
Ineligible Collateral. At the direction of the Facility Agent (in its sole discretion), the Borrower shall promptly divest any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment” if (a) any Lender determines that such asset is reasonably likely to result in any reputational harm to such Lender (in such Lender’s sole discretion) or (b) the Facility Agent determines that the Borrower’s ownership of such asset is reasonably likely to (x) have materially adverse regulatory consequences for any Lender (in such Lender’s sole discretion) or (y) result in unfavorable capital treatment for any Lender (in such Lender’s sole discretion). The Facility Agent agrees to cooperate in good faith with any waivers necessary to permit such divestiture and acknowledges that it does not have any discretion with respect to selecting the purchaser of any asset divested pursuant to this Section 10.28.
Ineligible Collateral. At the direction of the Facility Agent (in its sole discretion), the Borrower shall, in a commercially reasonable manner, divest any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment”. The Facility Agent agrees to cooperate in good faith with any waivers necessary to permit such divestiture. - USActive 49316845.1349316845.14 -116- Annex B Lender Commitment Deutsche Bank AG, New York Branch (a) Prior to the Pricing Date, $200,000,000160,000,000 and (b) on and after the Pricing Date with the consent of the Facility Agent (in its sole discretion), $300,000,000
