Common use of Ineligible Collateral Clause in Contracts

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) results in any reputational harm to any Lender or (iii) result in unfavorable capital treatment for any Lender, in each case, which determination shall be consistent with directions generally being given by the Facility Agent to other similarly situated borrowers with respect to credit facilities of this type. The Facility Agent agrees to cooperate in good faith with any waivers necessary to permit any divestiture pursuant to this Section 10.28; 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 USActive 57084911.14 -105-

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) results result in any reputational harm to any Lender or (iii) result in unfavorable capital treatment for any LenderLender with respect to Section 10.25, in each case, which determination shall be consistent with directions generally being given any determination made by the Facility Agent with respect to other similarly situated borrowers with respect to borrowers, credit facilities of this typetype 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 10.2810.27; 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 USActive 57084911.14 -105-Section 10.27 solely as a result of the Facility Agent’s failure to grant any necessary consent or waiver in connection therewith.

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) results in any reputational harm to any Lender or (iii) result in unfavorable capital treatment for any Lender, in each case, which determination shall be consistent with directions generally being given by the Facility Agent to other similarly situated borrowers with respect to credit facilities of this type. The Facility Agent agrees to cooperate in good faith with any waivers necessary to permit any divestiture pursuant to this Section 10.28; 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 USActive 57084911.14 -105-Section 10.28 as a result of the Facility Agent’s failure to grant any necessary consent or waiver in connection therewith.

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) results result in any reputational harm to any Lender or (iii) result in unfavorable capital treatment for any LenderLender with respect to Section 10.25, in each case, which determination shall be consistent with directions generally being given any determination made by the Facility Agent with respect to other similarly situated borrowers with respect to borrowers, credit facilities of this typetype 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 10.2810.27; 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 57084911.14 -105-31637433.35 -106- ARTICLE XI THE COLLATERAL AGENT