Common use of Eligible Assignee Clause in Contracts

Eligible Assignee. Any of (a) a commercial bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with Generally Accepted Accounting Principles; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; (e) any other assignee having a net worth of at least $100,000,000 that, in the reasonable judgment of the Agent, is a reputable institutional investor with substantial experience in lending and originating loans similar to the Facility, or in purchasing, investing in or otherwise holding such loans; (f) any Lender Affiliate or an Approved Fund of a Lender; and (g) any Lender. For purposes hereof, “Lender Affiliate” shall mean, (A) with respect to any Person that would otherwise be an Eligible Assignee under clauses (a) - (e) above (a “Qualified Assignee”), (i) an affiliate of such Qualified Assignee or (ii) any Person that is engaged in making, purchasing, holding or otherwise investing in bank loans or similar extensions of credit in the ordinary course of its business and is administered (including as placement agent therefore) or managed by a Qualified Assignee or an affiliate of a Qualified Assignee and (B) with respect to a Lender that is a fund which invests in bank loans or similar extensions of credit, any Approved Fund of such Lender. Notwithstanding anything to the contrary, the term Eligible Assignee shall exclude any Person controlling, controlled by or under common control with, the Borrower or the Company.

Eligible Assignee. Any of (a) (i) a commercial bank or finance company ----------------- organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (bii) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with Generally Accepted Accounting Principlesgenerally accepted accounting principles; (ciii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “"OECD”"), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such -------- bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (div) the central bank of any country which is a member of the OECD; (ev) any other assignee having a net worth of at least $100,000,000 thatbank, in the reasonable judgment of insurance company, commercial finance company or other financial institution or fund approved by the Agent, is a reputable institutional investor with substantial experience in lending and originating loans similar such approval not to the Facility, or in purchasing, investing in or otherwise holding such loans; (f) any Lender Affiliate or an Approved Fund of a Lenderbe unreasonably withheld; and (gvi) after the occurrence and during the continuation of a Default or Event of Default, any other Person approved by the Agent, which approval shall not be unreasonably withheld; and (b) any Lender. For purposes hereofBank and any Affiliate of any Bank and, “Lender Affiliate” shall mean, (A) with respect to any Person that would otherwise be an Eligible Assignee under clauses (a) - (e) above (a “Qualified Assignee”), (i) an affiliate of such Qualified Assignee or (ii) any Person that is engaged in making, purchasing, holding or otherwise investing in bank loans or similar extensions of credit in the ordinary course of its business and is administered (including as placement agent therefore) or managed by a Qualified Assignee or an affiliate of a Qualified Assignee and (B) with respect to a Lender Bank that is a fund which that invests in bank loans or similar extensions of creditloans, any Approved Fund other fund that invests in loans and is managed by the same investment advisor of such LenderBank or by an Affiliate of such investment advisor (and treating all such funds so managed as a single Eligible Assignee); provided that no Affiliate of the -------- Borrower shall be an Eligible Assignee. Notwithstanding anything Employee Benefit Plan. Any employee benefit plan within the meaning of --------------------- (S)3(3) of ERISA maintained or contributed to the contrary, the term Eligible Assignee shall exclude any Person controlling, controlled by or under common control with, the Borrower or the Companyany ERISA Affiliate, other than a Multiemployer Plan.

Eligible Assignee. Any of (a) a commercial bank (or similar financial institution) organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000500,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with Generally Accepted Accounting PrinciplesGAAP; and (c) a commercial bank (or similar financial institution) organized under the laws of any other country (including the central bank of such country) which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000500,000,000, provided that such bank (or similar financial institution) is acting through a branch or agency located in the country in which it is organized or another country which is also a member United States of the OECDAmerica; (d) the central bank of any country which is a member of the OECD; Lender, and (e) any other assignee having a net worth of at least $100,000,000 that, in the reasonable judgment of the Agent, is a reputable institutional investor with substantial experience in lending and originating loans similar to the Facility, or in purchasing, investing in or otherwise holding such loans; (f) any Lender an Affiliate or an Approved Fund of a Lender; , provided that such Affiliate would otherwise meet the criteria set forth in clause (a), (b) or (c) above. In no event will the Borrower or any Subsidiary or Affiliate of the Borrower be an Eligible Assignee. Eligible Unencumbered Property(ies). As of any date of determination, an Unencumbered Asset that: (i) is a Permitted Property, (ii) is free and clear of any Lien other than Liens permitted to exist pursuant to §9.2, (iii) is not the subject of a Disqualifying Environmental Event or a Disqualifying Structural Event, and (giv) any Lender. For purposes hereof, “Lender Affiliate” shall mean, is wholly-owned in fee simple by (A) the Borrower or (B) a Wholly-Owned Subsidiary of the Borrower, in each case that becomes a Borrower hereunder simultaneously with respect such Unencumbered Asset becoming an Eligible Unencumbered Property (the foregoing clauses (i) through (iv) being herein referred to any Person that would otherwise collectively as the “Unencumbered Property Conditions”). Notwithstanding the foregoing, the Redland Property shall be deemed to be an Eligible Assignee under clauses (a) - (e) above (a “Qualified Assignee”), (i) an affiliate of such Qualified Assignee or (ii) any Person that is engaged in making, purchasing, holding or otherwise investing in bank loans or similar extensions of credit in Unencumbered Property hereunder so long as the ordinary course of its business and is administered (including as placement agent therefore) or managed by a Qualified Assignee or an affiliate of a Qualified Assignee and (B) with respect to a Lender that is a fund which invests in bank loans or similar extensions of credit, any Approved Fund of such Lender. Notwithstanding anything to the contrary, the term Eligible Assignee shall exclude any Person controlling, controlled by or under common control with, the Borrower or the CompanyRedland Conditions are satisfied.

Eligible Assignee. Any of (a) a commercial bank or finance company organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with Generally Accepted Accounting Principles; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “"OECD”"), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; and (e) any other assignee having a net worth bank, insurance company, commercial finance company or other financial institution or prime rate fund and, with respect to the Term Loan, "accredited investors" and "qualified institutional buyers" (as defined in Regulation D and Rule 144A, respectively, promulgated under the Securities Act of at least $100,000,000 that1933, as amended), in the reasonable judgment of each case approved by the Agent, is a reputable institutional investor with substantial experience in lending such approval not to be unreasonably withheld, and originating loans similar to the Facility, or in purchasing, investing in or otherwise holding such loans; (f) any Lender Affiliate or if, but only if, an Approved Fund Event of a Lender; and (g) any Lender. For purposes hereof, “Lender Affiliate” shall mean, (A) with respect to any Person that would otherwise be an Eligible Assignee under clauses (a) - (e) above (a “Qualified Assignee”), (i) an affiliate of such Qualified Assignee or (ii) any Person that is engaged in making, purchasing, holding or otherwise investing in bank loans or similar extensions of credit in the ordinary course of its business Default has occurred and is administered (including as placement agent therefore) or managed by a Qualified Assignee or an affiliate of a Qualified Assignee and (B) with respect to a Lender that is a fund which invests in bank loans or similar extensions of creditcontinuing, any Approved Fund other Person approved by the Agent, such approval not to be unreasonably withheld. Employee Benefit Plan. Any employee benefit plan within the meaning of such LenderSection 3(3) of ERISA maintained or contributed to by the Borrowers or any ERISA Affiliate, other than a Multiemployer Plan. Notwithstanding anything to the contrary, the term Eligible Assignee shall exclude any Person controlling, controlled by or under common control with, the Borrower or the CompanyEnvironmental Laws. See Section 9.15(a).

Eligible Assignee. Any of (a) a commercial bank (or similar financial institution) organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000500,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with Generally Accepted Accounting PrinciplesGAAP; and (c) a commercial bank (or similar financial institution) organized under the laws of any other country (including the central bank of such country) which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000500,000,000, provided that such bank (or similar financial institution) is acting through a branch or agency located in the country in which it is organized or another country which is also a member United States of the OECDAmerica; (d) the central bank of any country which is a member of the OECD; Lender, and (e) any other assignee having a net worth of at least $100,000,000 that, in the reasonable judgment of the Agent, is a reputable institutional investor with substantial experience in lending and originating loans similar to the Facility, or in purchasing, investing in or otherwise holding such loans; (f) any Lender an Affiliate or an Approved Fund of a Lender; and , provided that such Affiliate would otherwise meet the criteria set forth in clause (g) any Lender. For purposes hereof, “Lender Affiliate” shall meana), (Ab) with respect to or (c) above. In no event will the Borrower or any Person that would otherwise Subsidiary or Affiliate of the Borrower be an Eligible Assignee under clauses (a) - (e) above (a “Qualified Assignee”. Eligible Unencumbered Property(ies). As of any date of determination, an Unencumbered Asset that: (i) an affiliate of such Qualified Assignee or is a Permitted Property, (ii) is free and clear of any Person that Lien, (iii) is engaged in making, purchasing, holding or otherwise investing in bank loans or similar extensions of credit in not the ordinary course of its business and is administered (including as placement agent therefore) or managed by a Qualified Assignee or an affiliate subject of a Qualified Assignee Disqualifying Environmental Event or a Disqualifying Structural Event, and (Biv) with respect to a Lender that is a fund which invests wholly-owned in bank loans or similar extensions of credit, any Approved Fund of such Lender. Notwithstanding anything to the contrary, the term Eligible Assignee shall exclude any Person controlling, controlled fee simple by or under common control with, the Borrower (or a wholly-owned Subsidiary of the CompanyBorrower that becomes a Borrower hereunder simultaneously with such Unencumbered Asset becoming an Eligible Unencumbered Property) (the foregoing clauses (i) through (iv) being herein referred to collectively as the “Unencumbered Property Conditions”).