Common use of Ineligible Collateral Clause in Contracts

Ineligible Collateral. At the direction of the Facility Agent (in its sole discretion), the Borrower shall divest in a manner reasonably satisfactory to the Facility Agent (i) promptly upon request by the Facility Agent any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment” and (a) such asset is a Structured Finance Obligation or (b) 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 (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” 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 (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 Agent, any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment” and (a) such asset is a Structured Finance Obligation or (b) 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 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 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 (in its sole discretion), the Borrower shall divest in a manner reasonably satisfactory to the Facility Agent (i) reasonably promptly upon request by the Facility Agent any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment” and if (a) such asset is a Structured Finance Obligation or (b) 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 (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” or “Permitted Investment” and the Facility Agent determines that the Borrower’s ownership of such asset is reasonably likely to (ax) have materially adverse regulatory consequences on any Lender (in such Lender’s sole discretion) or (by) 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 limitations on sales set forth in Section 9.34(a)(vSections 7.11(a)(i)(E) or (F) and that distributions (including a distribution in respect of an equity interest) of any such asset may shall not be made without restrictionsubject to any requirement or restriction that would otherwise be applicable to such distribution hereunder. The Facility Agent agrees to cooperate in good faith with and each Lender shall provide 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 10.2810.31. Any direction to divest an asset pursuant to this Section 10.31 shall not be effective unless accompanied by an explanation (which may be provided as e-mail correspondence), in reasonable detail, of the basis for requesting such direction.

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 Agent, any asset that does not satisfy the definition of “Eligible Collateral Obligation” or “Permitted Investment” and (a) such asset is a Structured Finance Obligation or (b) any Lender determines that such asset is reasonably likely to result in any reputational harm to such Lender (in such LenderXxxxxx’s sole discretion) or xxxxx (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 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.