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) (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) 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) 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) an 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; and (f) any Lender Affiliate or a Related Fund of a 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 Related Fund of such Lender. In no event will Further, for purposes hereof a "Related Fund" shall mean, with respect to a Lender which is a fund which invests in bank loans or similar extensions of credit, any other such fund managed by the same investment advisor as such Lender or by an affiliate of such Lender or such advisor. 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) 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 Property 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 (iii) is not a Real Estate Asset Under Development, (iv) is wholly-owned in fee simple by (A) the Borrower or (B) a Wholly-Owned Subsidiary of 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 each case that becomes good and sound operating condition, (vi) has a Borrower hereunder simultaneously with such Unencumbered Asset becoming 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 not more than $25,000,000 or has an Eligible Unencumbered Property appraised value (based on an appraisal satisfactory to the Agent) of not more than $25,000,000 (the foregoing clauses (i) through (ivviii) 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 While any Event of Default is in existence, any Person, and at all other times, any of (a) a commercial bank (or similar other financial institution) 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 member of the OECD; or (e) any Lender Affiliate or a Related Fund of a Lender. For the purposes hereof, “Lender Affiliate” shall mean, (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 otherwise) that is engaged in making, purchasing, holding or 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 a Qualified Assignee or an Affiliate of such Qualified Assignee and (ii) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other 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 same investment advisor as such Lender or by an Affiliate of such investment advisor (i.e., a Related Fund of such Lender). Further, for the purposes hereof, “Related Fund” shall mean, with respect to a Lender, and (e) a fund that invests in loans, any other such fund managed by the same investment advisor as such Lender or by an Affiliate of a Lendersuch Lender or such advisor with sufficient assets to meet its funding obligations hereunder. Notwithstanding the foregoing, 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 affiliate of Borrower or Affiliate of the Borrower REIT shall be an Eligible Assignee. Eligible Unencumbered Property(ies)Real Estate. 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.Real Estate:

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) an 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; and (f) any Lender Affiliate or a Related Fund of a 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 Related Fund of such Lender. In no event will Further, for purposes hereof a "Related Fund" shall mean, with respect to a Lender which is a fund which invests in bank loans or similar extensions of credit, any other such fund managed by the same investment advisor as such Lender or by an affiliate of such Lender or such advisor. 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 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 Affiliate of the Borrower be an Eligible Assignee. Eligible Unencumbered Property(ies). As acceptable purchase options containing nominal or market based purchase prices, as of any date of determination, an Unencumbered Asset that: and (ib) is a Permitted Propertyhas customary notice rights, (ii) is free default cure rights, bankruptcy new lease rights and clear of any Lien other than Liens permitted to exist pursuant to §9.2, (iii) is not customary provisions for the subject benefit of a Disqualifying Environmental Event leasehold mortgagee or has equivalent protection for a Disqualifying Structural Eventleasehold permanent mortgagee by a subordination to such leasehold permanent mortgagee of the landlord's fee interest, and (ivc) is whollyotherwise eligible for non-owned in fee simple by (A) the Borrower or (B) a Wholly-Owned Subsidiary recourse leasehold mortgage financing under customary prudent lending requirements. The Eligible Ground Leases as 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”date of this Agreement are listed on Schedule 1.1(b). 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 While any Event of Default is in existence, any Person, and at all other times, any of (a) a commercial bank (or similar other financial institution) 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 member of the OECD; or (e) any Lender Affiliate or a Related Fund of a Lender. For the purposes hereof, “Lender Affiliate” shall mean, (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 otherwise) that is engaged in making, purchasing, holding or 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 a Qualified Assignee or an Affiliate of such Qualified Assignee and (ii) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other 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 same investment advisor as such Lender or by an Affiliate of such investment advisor (i.e., a Related Fund of such Lender). Further, for the purposes hereof, “Related Fund” shall mean, with respect to a Lender, and (e) a fund that invests in loans, any other such fund managed by the same investment advisor as such Lender or by an Affiliate of a Lender, provided that such Affiliate would otherwise Lender or such advisor with sufficient assets to 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”)its funding obligations hereunder. Notwithstanding the foregoing, no Borrower or any affiliate of Borrower or the Redland Property REIT 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) 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 Facilities, 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 While any Event of Default is in existence, any Person, and at all other times, any of (a) a commercial bank (or similar other financial institution) 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 member of the OECD; or (e) any Lender Affiliate or a Related Fund of a Lender. For the purposes hereof, “Lender Affiliate” shall mean, (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 otherwise) that is engaged in making, purchasing, holding or 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 a Qualified Assignee or an Affiliate of such Qualified Assignee and (ii) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other 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 same investment advisor as such Lender or by an Affiliate of such investment advisor (i.e., a Related Fund of such Lender). Further, for the purposes hereof, “Related Fund” shall mean, with respect to a Lender, and (e) a fund that invests in loans, any other such fund managed by the same investment advisor as such Lender or by an Affiliate of a Lender, provided that such Affiliate would otherwise Lender or such advisor with sufficient assets to 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”)its funding obligations hereunder. Notwithstanding the foregoing, (i) no Borrower or any affiliate of Borrower or the Redland Property REIT shall be deemed to be an Eligible Unencumbered Property hereunder so long as the Redland Conditions are satisfiedAssignee and (ii) no Defaulting Lender or any of its Affiliates shall be an Eligible Assignee.