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 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) result 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. 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.

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) result 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. The Borrower may execute any of its duties under this Agreement (both as Backup Collateral Manager and as successor Collateral Manager) by or through agents; provided that the Backup Collateral Manager shall not decline to receive or subsequently sell or transfer any non-Loan asset received in connection with any workout or restructuring remain primarily liable for the due performance of any asset owned by the Borrower, unless otherwise consented to by the Facility Agent in its sole discretionduties hereunder.

Ineligible Collateral. At the direction of the Facility Agent (in its sole discretion)Agent, the Borrower shall divest any asset that does not satisfy the definition of “Eligible Contract PaymentCollateral Obligation” or “Permitted Investment” if the Facility Agent determines in its sole discretion that the Borrower’s ownership of such asset could reasonably be expected to (ia) 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 the Facility Agent or any Lender or (b) cause reputational harm to the Facility Agent or any Lender. 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 Collateral Obligation owned by the Borrower, unless otherwise consented to by the Facility Agent in its sole discretion.