Common use of Eligible Assignee Clause in Contracts

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 $500,000,000; (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 GAAP; 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 $500,000,000, provided that such bank (or similar financial institution) is acting through a branch or agency located in the United States of America; (d) a Lender, and (e) an Affiliate 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 (iv) 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 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) 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 $500,000,0001,000,000,000; (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 GAAPGenerally Accepted Accounting Principles; 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 $500,000,0001,000,000,000, provided that such bank (or similar financial institution) is acting through a branch or agency located in the United States country in which it is organized or another country which is also a member of Americathe OECD; (d) the central bank of any country which is a Lender, and 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 Affiliate Approved Fund of a Lender; and (g) any Lender. For purposes hereof, provided “Lender Affiliate” shall mean, (A) with respect to any Person that such Affiliate would otherwise meet the criteria set forth in clause be an Eligible Assignee under clauses (a) - (e) above (a “Qualified Assignee”), (bi) 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 (cB) abovewith respect to a Lender that is a fund which invests in bank loans or similar extensions of credit, any Approved Fund of such Lender. In no event will Notwithstanding anything to the contrary, the term Eligible Assignee shall exclude any Person controlling, controlled by or under common control with, 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 (iv) 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 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 satisfiedCompany.

Eligible Assignee. Any of (a) (i) a commercial bank (or similar financial institution) 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 $500,000,0001,000,000,000; (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 GAAPgenerally accepted accounting principles; and (ciii) 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 $500,000,0001,000,000,000, provided that such -------- bank (or similar financial institution) is acting through a branch or agency located in the United States country in which it is organized or another country which is also a member of Americathe OECD; (div) the central bank of any country which is a Lendermember 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 (evi) 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 Lender, single Eligible Assignee); 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 shall be an Eligible Assignee. Eligible Unencumbered Property(ies)Employee Benefit Plan. As Any employee benefit plan within the meaning of any date --------------------- (S)3(3) of determination, an Unencumbered Asset that: (i) is a Permitted Property, (ii) is free and clear of any Lien other than Liens permitted ERISA maintained or contributed to exist pursuant to §9.2, (iii) is not the subject of a Disqualifying Environmental Event or a Disqualifying Structural Event, and (iv) is wholly-owned in fee simple by (A) the Borrower or (B) any ERISA Affiliate, other than a Wholly-Owned Subsidiary of the Borrower, in each case 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”). Notwithstanding the foregoing, the Redland Property shall be deemed to be an Eligible Unencumbered Property hereunder so long as the Redland Conditions are satisfiedMultiemployer Plan.

Eligible Assignee. Any of (a) (i) a commercial bank (or similar financial institution) 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 $500,000,0001,000,000,000; (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 GAAPgenerally accepted accounting principles; and (ciii) 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 $500,000,0001,000,000,000, provided that such bank (or similar financial institution) is acting through a branch or agency located in the United States of America; (d) country in which it is organized or another country which is also a Lender, and (e) an Affiliate 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 member 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 OECD; (iv) the central bank of any country which is wholly-owned in fee simple by (A) the Borrower or (B) a Wholly-Owned Subsidiary member of the BorrowerOECD; (v) any investment company, in each case that becomes a Borrower hereunder simultaneously with such Unencumbered Asset becoming investment fund, financial institution or other institutional lender (other than any financial institution which but for the amount of its total assets would have been an Eligible Unencumbered Property (the foregoing Assignee under clauses (i) through (iv) being herein referred above) having total assets in excess of $100,000,000; and (vi) if, but only if, any Event of Default has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Agent, such approval not to collectively 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 adviser as such Bank or by an Affiliate of such investment adviser (and treating all such funds so managed as a single Eligible Assignee); provided that no Affiliate of the “Unencumbered Property Conditions”). Notwithstanding the foregoing, the Redland Property Borrower shall be deemed to be an Eligible Unencumbered Property hereunder so long as the Redland Conditions are satisfiedAssignee.

Eligible Assignee. Any of (a) a commercial bank (or similar financial institution) 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 $500,000,0001,000,000,000; (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 determined in accordance with GAAPgenerally accepted accounting principles; 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 $500,000,0001,000,000,000, provided that such -------- bank (or similar financial institution) is acting through a branch or agency located in the United States country in which it is organized or another country which is also a member of Americathe OECD; (d) the central bank of any country which is a Lender, member of the OECD; and (e) an Affiliate if, but only if, any Event of a LenderDefault has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Agent, such approval not to be unreasonably withheld; provided that in the case of clauses (a)-(d) -------- above, such Affiliate would bank, finance company or savings and loan association shall be approved by the Company, such approval not to be unreasonably withheld or delayed. Eligible Margin Account Agreement. Any agreement with an investment -------- ------ ------- --------- banking company (of recognized national standing or otherwise meet approved in writing by the criteria set forth in clause (a)Agent) providing for the making of Permitted Investments, (b) including, without limitation, the purchase of Margin Stock or (c) above. In no event will other securities on margin, provided, however, that any such agreement shall not provide for the Borrower or -------- ------- Indebtedness arising thereunder, if any, to be secured by assets of any Subsidiary or Affiliate of the Borrower be an Eligible Assignee. Eligible Unencumbered Property(ies). As of any date of determinationSterling Companies, an Unencumbered Asset that: (i) is a Permitted Property, (ii) is free and clear of any Lien other than Liens permitted by the assets constituting the Investments subject to exist pursuant to §9.2, (iii) is not the subject of a Disqualifying Environmental Event or a Disqualifying Structural Event, and (iv) 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 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 satisfiedagreement.

Eligible Assignee. Any of (a) a commercial bank (or similar financial institution) 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 $500,000,0001,000,000,000; (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 GAAPGenerally Accepted Accounting Principles; 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 $500,000,0001,000,000,000, provided that such bank (or similar financial institution) is acting through a branch or agency located in the United States country in which it is organized or another country which is also a member of Americathe OECD; (d) the central bank of any country which is a Lender, member of the OECD; and (e) an Affiliate any other 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 a Lender1933, provided that such Affiliate would otherwise meet the criteria set forth in clause (aas amended), (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 (iv) 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 approved by the Agent, 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 approval not to be unreasonably withheld, and (f) if, but only if, an Eligible Unencumbered Property hereunder so long as Event of Default has occurred and is continuing, any other Person approved by the Redland Conditions are satisfiedAgent, such approval not to be unreasonably withheld. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by the Borrowers or any ERISA Affiliate, other than a Multiemployer Plan. Environmental Laws. See Section 9.15(a).

Eligible Assignee. Any of (ai) a commercial bank (or similar financial institution) 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 $500,000,0001,000,000,000; (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 GAAPgenerally accepted accounting principles; and (ciii) 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 $500,000,0001,000,000,000, provided that such bank (or similar financial institution) is acting through a branch or agency located in the United States of America; (d) country in which it is organized or another country which is also a Lender, and (e) an Affiliate 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 member 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 OECD; (iv) the central bank of any country which is wholly-owned in fee simple by (A) the Borrower or (B) a Wholly-Owned Subsidiary member of the BorrowerOECD; (v) any investment company, in each case that becomes a Borrower hereunder simultaneously with such Unencumbered Asset becoming investment fund, financial institution or other institutional lender (other than any financial institution which, but for the amount of its total assets, would have been an Eligible Unencumbered Property (the foregoing Assignee under clauses (i) through (iv) being herein referred above) having total assets in excess of $100,000,000; (vi) with respect to collectively 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 “Unencumbered Property Conditions”). Notwithstanding Parent or the foregoing, the Redland Property Borrower shall be deemed to be an Eligible Unencumbered Property hereunder so long as Assignee and (vii) if, but only if, any Event of Default has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Redland Conditions are satisfiedAgent, such approval not to be unreasonably withheld. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan. Environmental Laws. All judgments, decrees, orders, laws, licenses, rules or regulations pertaining to environmental matters, including without limitation, those arising under the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment. ERISA. The Employee Retirement Income Security Act of 1974.