Common use of Eligible Assignee Clause in Contracts

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; (ii) 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; (iii) 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; (iv) the central bank of any country which is a member of the OECD; (v) any other bank, insurance company, commercial finance company or other financial institution or fund approved by the Agent, such approval not to be unreasonably withheld; and (vi) 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 Bank and any Affiliate of any Bank and, with respect to any Bank that is a fund that invests in loans, any other fund that invests in loans and is managed by the same investment advisor of such Bank 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. Employee Benefit Plan. Any employee benefit plan within the meaning of --------------------- (S)3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

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; (iib) 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; (iiic) 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; (ivd) the central bank of any country which is a member of the OECD; (ve) any other bankassignee having a net worth of at least $100,000,000 that, insurance company, commercial finance company or other financial institution or fund approved by 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 approval not to be unreasonably withheldloans; (f) any Lender Affiliate or an Approved Fund of a Lender; and (vi) 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 (bg) any Bank and any Affiliate of any Bank andLender. For purposes hereof, “Lender Affiliate” shall mean, (A) with respect to any Bank 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 that which invests in loansbank loans or similar extensions of credit, any other fund that invests in loans and is managed by the same investment advisor Approved Fund of such Bank Lender. Notwithstanding anything to the contrary, the term Eligible Assignee shall exclude any Person controlling, controlled by 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. Employee Benefit Plan. Any employee benefit plan within the meaning of --------------------- (S)3(3) of ERISA maintained or contributed to by under common control with, the Borrower or any ERISA Affiliate, other than a Multiemployer Planthe Company.

Eligible Assignee. Any of (a) (i) a commercial bank (or finance company ----------------- 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; (iib) 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 (iiic) 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; (ivd) the central bank of any country which is a member of the OECD; (v) any other bankLender, insurance company, commercial finance company or other financial institution or fund approved by the Agent, such approval not to be unreasonably withheld; and (vie) after the occurrence and during the continuation an Affiliate of a Default or Event of DefaultLender, any other Person approved by provided that such Affiliate would otherwise meet the Agentcriteria set forth in clause (a), which approval shall not be unreasonably withheld; and (b) or (c) above. In no event will the Borrower or any Bank and any Affiliate of any Bank and, with respect to any Bank that is a fund that invests in loans, any other fund that invests in loans and is managed by the same investment advisor of such Bank Subsidiary 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. Employee Benefit PlanEligible Unencumbered Property(ies). Any employee benefit plan within 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 meaning subject of --------------------- a Disqualifying Environmental Event or a Disqualifying Structural Event, and (S)3(3iv) of ERISA maintained or contributed to is wholly-owned in fee simple by (A) the Borrower or any ERISA Affiliate(B) a Wholly-Owned Subsidiary of the Borrower, other than in each case that becomes a Multiemployer PlanBorrower 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”). Notwithstanding the foregoing, the Redland Property shall be deemed to be an Eligible Unencumbered Property hereunder so long as the Redland Conditions are satisfied.

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; (iib) 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; (iiic) 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; (ivd) the central bank of any country which is a member of the OECD; (ve) any other bankassignee having a net worth of at least $100,000,000 that, insurance company, commercial finance company or other financial institution or fund approved by 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 approval not to be unreasonably withheldloans; and (vif) after the occurrence and during the continuation any Lender Affiliate or a Related Fund of a Default 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 Event (ii) any Person that is engaged in making, purchasing, holding or otherwise investing in bank loans or similar extensions of Defaultcredit 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 other Person approved by the AgentRelated Fund of such Lender. Further, which approval for purposes hereof a "Related Fund" shall not be unreasonably withheld; and (b) any Bank and any Affiliate of any Bank andmean, with respect to any Bank that a Lender which is a fund that which invests in loansbank loans or similar extensions of credit, any other such fund that invests in loans and is managed by the same investment advisor of as such Bank Lender or by an Affiliate affiliate of such investment advisor (and treating all Lender or such funds so managed as a single advisor. Notwithstanding anything to the contrary, the term Eligible Assignee); provided that no Affiliate of the -------- Borrower Assignee shall be an Eligible Assignee. Employee Benefit Plan. Any employee benefit plan within the meaning of --------------------- (S)3(3) of ERISA maintained exclude any Person controlling, controlled by or contributed to by under common control with, the Borrower or any ERISA Affiliate, other than a Multiemployer Planthe 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; (iib) 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; (iiic) 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; (ivd) the central bank of any country which is a member of the OECD; (ve) any other bankassignee having a net worth of at least $100,000,000 that, insurance company, commercial finance company or other financial institution or fund approved by in the reasonable judgment of the Agent, is a reputable institutional investor with substantial experience in lending and originating loans similar to the Facilities, or in purchasing, investing in or otherwise holding such approval not to be unreasonably withheldloans; (f) any Lender Affiliate or an Approved Fund of a Lender; and (vi) 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 (bg) any Bank and any Affiliate of any Bank andLender. For purposes hereof, “Lender Affiliate” shall mean, (A) with respect to any Bank 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 that which invests in loansbank loans or similar extensions of credit, any other fund that invests in loans and is managed by the same investment advisor Approved Fund of such Bank Lender. Notwithstanding anything to the contrary, the term Eligible Assignee shall exclude any Person controlling, controlled by 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. Employee Benefit Plan. Any employee benefit plan within the meaning of --------------------- (S)3(3) of ERISA maintained or contributed to by under common control with, the Borrower or any ERISA Affiliate, other than a Multiemployer Planthe Company.

Eligible Assignee. Any While any Event of Default is in existence, any Person, and at all other times, any of (a) (i) a commercial bank or finance company ----------------- other 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 $1,000,000,000; (iib) 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; (iiic) 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; (ivd) the central bank of any country which is a member of the OECD; or (ve) any other bankLender Affiliate or a Related Fund of a Lender. For the purposes hereof, insurance company“Lender Affiliate” shall mean, commercial finance company (i) with respect to any Person who would otherwise be an Eligible Assignee under clauses (a) — (d), above (a “Qualified Assignee”), an Affiliate of such Qualified Assignee which is an entity (whether a corporation, partnership, trust or other financial institution otherwise) that is engaged in making, purchasing, holding or fund approved otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business, with sufficient assets to meet its funding obligations hereunder, and is administered (including as placement agent therefor) or managed by the Agent, a Qualified Assignee or an Affiliate of such approval not to be unreasonably withheld; Qualified Assignee and (viii) after the occurrence with respect to any Lender that is a fund which invests in bank loans and during the continuation similar extensions of a Default or Event of Defaultcredit, any other Person approved fund that invests in bank loans and similar extensions of credit, with sufficient assets to meet its funding obligations hereunder, and is managed by the Agent, which approval shall not be unreasonably withheld; and (b) any Bank and any same investment advisor as such Lender or by an Affiliate of any Bank andsuch investment advisor (i.e., a Related Fund of such Lender). Further, for the purposes hereof, “Related Fund” shall mean, with respect to any Bank that is a Lender, a fund that invests in loans, any other such fund that invests in loans and is managed by the same investment advisor of as such Bank Lender or by an Affiliate of such investment Lender or such advisor (and treating all such funds so managed as a single Eligible Assignee); provided that with sufficient assets to meet its funding obligations hereunder. Notwithstanding the foregoing, no Affiliate Borrower or any affiliate of Borrower or the -------- Borrower REIT shall be an Eligible Assignee. Employee Benefit PlanEligible Real Estate. Any employee benefit plan within the meaning of --------------------- (S)3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.Real Estate:

Eligible Assignee. Any While any Event of Default is in existence, any Person, and at all other times, any of (a) (i) a commercial bank or finance company ----------------- other 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 $1,000,000,000; (iib) 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; (iiic) 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; (ivd) the central bank of any country which is a member of the OECD; or (ve) any other bankLender Affiliate or a Related Fund of a Lender. For the purposes hereof, insurance company“Lender Affiliate” shall mean, commercial finance company (i) with respect to any Person who would otherwise be an Eligible Assignee under clauses (a) — (d), above (a “Qualified Assignee”), an Affiliate of such Qualified Assignee which is an entity (whether a corporation, partnership, trust or other financial institution otherwise) that is engaged in making, purchasing, holding or fund approved otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business, with sufficient assets to meet its funding obligations hereunder, and is administered (including as placement agent therefor) or managed by the Agent, a Qualified Assignee or an Affiliate of such approval not to be unreasonably withheld; Qualified Assignee and (viii) after the occurrence with respect to any Lender that is a fund which invests in bank loans and during the continuation similar extensions of a Default or Event of Defaultcredit, any other Person approved fund that invests in bank loans and similar extensions of credit, with sufficient assets to meet its funding obligations hereunder, and is managed by the Agent, which approval shall not be unreasonably withheld; and (b) any Bank and any same investment advisor as such Lender or by an Affiliate of any Bank andsuch investment advisor (i.e., a Related Fund of such Lender). Further, for the purposes hereof, “Related Fund” shall mean, with respect to any Bank that is a Lender, a fund that invests in loans, any other such fund that invests in loans and is managed by the same investment advisor of as such Bank Lender or by an Affiliate of such investment Lender or such advisor (and treating all such funds so managed as a single Eligible Assignee); provided that with sufficient assets to meet its funding obligations hereunder. Notwithstanding the foregoing, no Affiliate Borrower or any affiliate of Borrower or the -------- Borrower REIT shall be an Eligible Assignee. Employee Benefit Plan. Any employee benefit plan within the meaning of --------------------- (S)3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

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; (iib) 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; (iiic) 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; (ivd) the central bank of any country which is a member of the OECD; and (ve) any other bank, insurance company, commercial finance company or other financial institution reasonably acceptable to the Administrative Agent in good faith. Eligible Draft. A draft in a form satisfactory to the Acceptance Bank being issued to finance the importation, exportation or fund approved domestic shipment of apparel or accessories to, from or within the United States or outside the United States, which draft (a) is payable to the order of the Acceptance Bank, signed by the AgentBorrowers, as makers, and dated the date of presentment; (b) has a maturity not longer than the period of time which is usual and reasonably necessary for finance transactions of the character and type of such approval transactions and provided, further, that in no event shall such maturity be longer than ten (10) days prior to the Maturity Date; (c) shall be, together with all other acceptances relating to any such shipment, in an aggregate face amount not to be unreasonably withheldexceeding the c.i.f. value of such shipment; (d) is, if accepted by a member bank of the Federal Reserve System, eligible for discount with a Federal Reserve Bank under applicable law and all applicable rules, regulations and interpretations of the Board of Governors of the Federal Reserve System; and (vie) after the occurrence and during the continuation relates to a transaction for which a Letter of Credit has been previously issued hereunder or as to which a Default or Event of Default, any other Person approved by the Agent, which approval shall not be unreasonably withheld; and (b) any Bank and any Affiliate of any Bank and, with respect to any Bank that is a fund that invests in loans, any other fund that invests in loans and is managed by the same investment advisor of such Bank or by an Affiliate of such investment advisor (and treating all such funds so managed as a single Eligible Assignee); provided that no Affiliate copy of the -------- Borrower contract of purchase has been furnished to the Acceptance Bank . An Eligible Draft shall be an Eligible Assignee. Employee Benefit Plan. Any employee benefit plan within the meaning in no event include bankers' acceptances issued outside of --------------------- (S)3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Planthis Credit Agreement.

Eligible Assignee. Any of (a) (i) a commercial bank (or finance company ----------------- 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; (iib) 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 (iiic) 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 United States of America. In no event will the Borrower or another country which is also a member of the OECD; (iv) the central bank of any country which is a member of the OECD; (v) any other bank, insurance company, commercial finance company or other financial institution or fund approved by the Agent, such approval not to be unreasonably withheld; and (vi) 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 Bank and any Affiliate of any Bank and, with respect to any Bank that is a fund that invests in loans, any other fund that invests in loans and is managed by the same investment advisor of such Bank 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. Employee Benefit PlanEligible Unencumbered Property(ies). Any employee benefit plan within As of any date of determination, an Unencumbered Property that: (i) is a Permitted Property, (ii) is not the meaning subject of --------------------- a Disqualifying Environmental Event or a Disqualifying Structural Event, (S)3(3iii) is not a Real Estate Asset Under Development, (iv) is wholly-owned in fee simple by the Borrower, (v) has been improved with a Building or Buildings which (a) have been issued a certificate of occupancy (where available) or are otherwise lawfully occupied for their intended use and (b) are in good and sound operating condition, (vi) has a minimum occupancy of 75%, (vii) has a net rentable area of at least 60,000 square feet but not more than 350,000 square feet, and (viii) had or has a purchase price (including any assumed Indebtedness) of ERISA maintained not more than $25,000,000 or contributed has an appraised value (based on an appraisal satisfactory to by the Borrower or any ERISA Affiliate, other Agent) of not more than a Multiemployer Plan$25,000,000 (the foregoing clauses (i) through (viii) being herein referred to collectively as the “Unencumbered Property Conditions”).

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; (iib) 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; (iiic) 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; (ivd) the central bank of any country which is a member of the OECD; and (ve) any other bank, insurance company, commercial finance company or other financial institution or fund other Person approved by the Agent, such approval not to be unreasonably withheld. Notwithstanding the foregoing, no assignee of the rights and obligations of the UK Fronting Lender shall be deemed to be an Eligible Assignee unless such assignee is also a UK Qualifying Lender. Eligible Inventory. With respect to any US Transaction Party, finished goods, work in progress and raw materials and component parts inventory owned by such US Transaction Party; and provided that Eligible Inventory shall not include any inventory (via) after the occurrence and during the continuation held on consignment, or not otherwise owned by such US Transaction Party, or of a Default or Event of Default, any other Person approved type no longer sold by the Agent, which approval shall not be unreasonably withheldsuch US Transaction Party; and (b) which has been returned by a customer and is damaged or subject to any Bank legal encumbrance other than Permitted Liens; (c) which is not in the possession of such US Transaction Party unless the Agent has received (i) a waiver in form and any Affiliate substance satisfactory to the Agent from the possessor of any Bank andsuch inventory, (ii) financing statements in form and substance satisfactory to the Agent executed and delivered by such US Transaction Party as secured party/▇▇▇▇▇▇ and the possessor of such inventory as debtor/bailee, for filing in the appropriate jurisdictions provided, however, that the Agent may, in its sole discretion, waive the foregoing requirements with respect to any Bank that is a fund that invests waivers and financing statements, and (iii) an assignment in loans, any other fund that invests in loans form and is managed substance satisfactory to the Agent by the same investment advisor secured party/▇▇▇▇▇▇ to the Agent of the aforementioned financing statements; (d) in which the Agent does not have a valid and perfected first priority security interest; (e) which has been shipped to a customer of the such US Transaction Party regardless of whether such shipment is on a consignment basis; (f) which is not located at a Permitted Inventory Location of such Bank or US Transaction Party within the United States; (g) which is held by an Affiliate such US Transaction Party on property leased by such US Transaction Party, unless the Agent has received a waiver from the lessor and any sublessor of such investment advisor leased property, in form and substance satisfactory to the Agent; or (h) which the Agent reasonably deems to be obsolete or not marketable in the ordinary course of business. Eligible Machinery and treating Equipment. With respect to any US Transaction Party, those items of machinery and equipment owned by such US Transaction Party at the relevant time of reference thereto with respect to which such US Transaction Party has full and unencumbered title (except for liens granted to the Agent pursuant to the Security Documents) and with respect to which the Agent has a valid and perfected first priority security interest, securing all such funds so managed as a single Eligible Assignee); provided that no Affiliate of the -------- Borrower shall be an Eligible AssigneeObligations. Employee Benefit Plan. Any employee benefit plan within the meaning of --------------------- (S)3(3ss.3(3) of ERISA maintained or contributed to by the Borrower Borrower, or any ERISA Affiliate, other than a Multiemployer Plan.. Employee Stock Proceeds. See ss.4.9(a)(iv)(A). Employee Stock Proceeds Payment Period. See ss.4.9(a)(iv)(A)

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; (iib) 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; (iiic) 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; (ivd) the central bank of any country which is a member of the OECD; (ve) any other bankassignee having a net worth of at least $100,000,000 that, insurance company, commercial finance company or other financial institution or fund approved by 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 approval not to be unreasonably withheldloans; and (vif) after the occurrence and during the continuation any Lender Affiliate or a Related Fund of a Default 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 Event (ii) any Person that is engaged in making, purchasing, holding or otherwise investing in bank loans or similar extensions of Defaultcredit 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 other Person approved by the AgentRelated Fund of such Lender. Further, which approval for purposes hereof a "Related Fund" shall not be unreasonably withheld; and (b) any Bank and any Affiliate of any Bank andmean, with respect to any Bank that a Lender which is a fund that which invests in loansbank loans or similar extensions of credit, any other such fund that invests in loans and is managed by the same investment advisor of as such Bank Lender or by an Affiliate affiliate of such investment advisor (and treating all Lender or such funds so managed as a single advisor. Notwithstanding anything to the contrary, the term Eligible Assignee); provided that no Affiliate of the -------- Borrower Assignee shall be an Eligible Assignee. Employee Benefit Plan. Any employee benefit plan within the meaning of --------------------- (S)3(3) of ERISA maintained exclude any Person controlling, controlled by or contributed to by under common control with, the Borrower or the Company. ELIGIBLE GROUND LEASE. A ground lease that (a) has a minimum remaining term of twenty-five (25) years, including tenant controlled renewal options or acceptable purchase options containing nominal or market based purchase prices, as of any ERISA Affiliatedate of determination, and (b) has customary notice rights, default cure rights, bankruptcy new lease rights and other than customary provisions for the benefit of a Multiemployer Planleasehold mortgagee or has equivalent protection for a leasehold permanent mortgagee by a subordination to such leasehold permanent mortgagee of the landlord's fee interest, and (c) is otherwise eligible for non-recourse leasehold mortgage financing under customary prudent lending requirements. The Eligible Ground Leases as of the date of this Agreement are listed on Schedule 1.1(b).

Eligible Assignee. Any While any Event of Default is in existence, any Person, and at all other times, any of (a) (i) a commercial bank or finance company ----------------- other 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 $1,000,000,000; (iib) 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; (iiic) 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; (ivd) the central bank of any country which is a member of the OECD; or (ve) any other bankLender Affiliate or a Related Fund of a Lender. For the purposes hereof, insurance company“Lender Affiliate” shall mean, commercial finance company (i) with respect to any Person who would otherwise be an Eligible Assignee under clauses (a) - (d), above (a “Qualified Assignee”), an Affiliate of such Qualified Assignee which is an entity (whether a corporation, partnership, trust or other financial institution otherwise) that is engaged in making, purchasing, holding or fund approved otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business, with sufficient assets to meet its funding obligations hereunder, and is administered (including as placement agent therefor) or managed by the Agent, a Qualified Assignee or an Affiliate of such approval not to be unreasonably withheld; Qualified Assignee and (viii) after the occurrence with respect to any Lender that is a fund which invests in bank loans and during the continuation similar extensions of a Default or Event of Defaultcredit, any other Person approved fund that invests in bank loans and similar extensions of credit, with sufficient assets to meet its funding obligations hereunder, and is managed by the Agent, which approval shall not be unreasonably withheld; and (b) any Bank and any same investment advisor as such Lender or by an Affiliate of any Bank andsuch investment advisor (i.e., a Related Fund of such Lender). Further, for the purposes hereof, “Related Fund” shall mean, with respect to any Bank that is a Lender, a fund that invests in loans, any other such fund that invests in loans and is managed by the same investment advisor of as such Bank Lender or by an Affiliate of such investment Lender or such advisor with sufficient assets to meet its funding obligations hereunder. Notwithstanding the foregoing, (i) no Borrower or any affiliate of Borrower or the REIT shall be an Eligible Assignee and treating all such funds so managed as a single Eligible Assignee); provided that (ii) no Affiliate Defaulting Lender or any of the -------- Borrower its Affiliates shall be an Eligible Assignee. Employee Benefit Plan. Any employee benefit plan within the meaning of --------------------- (S)3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.