Common use of Eligible Assignee Clause in Contracts

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

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

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

Eligible Assignee. Any of (a) a commercial bank or finance company organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with Generally Accepted Accounting PrinciplesGAAP; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “"OECD”"), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; and (e) any other assignee having a net worth of at least $100,000,000 thatbank, in the reasonable judgment of insurance company, commercial finance company or other financial institution or 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 reputable institutional investor with substantial experience UK Qualifying Lender. Eligible Inventory. With respect to any US Transaction Party, finished goods, work in lending progress and originating loans similar raw materials and component parts inventory owned by such US Transaction Party; provided that Eligible Inventory shall not include any inventory (a) held on consignment, or not otherwise owned by such US Transaction Party, or of a type no longer sold by such US Transaction Party; (b) which has been returned by a customer and is damaged or subject to any 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 substance satisfactory to the FacilityAgent from the possessor of such inventory, or (ii) financing statements in purchasingform and substance satisfactory to the Agent executed and delivered by such US Transaction Party as secured party/xxxxxx and the possessor of such inventory as debtor/bailee, investing for filing in or otherwise holding the appropriate jurisdictions provided, however, that the Agent may, in its sole discretion, waive the foregoing requirements with respect to waivers and financing statements, and (iii) an assignment in form and substance satisfactory to the Agent by the secured party/xxxxxx 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 loansUS Transaction Party regardless of whether such shipment is on a consignment basis; (f) any Lender Affiliate or an Approved Fund which is not located at a Permitted Inventory Location of a Lendersuch US Transaction Party within the United States; and (g) which is held by such US Transaction Party on property leased by such US Transaction Party, unless the Agent has received a waiver from the lessor and any Lender. For purposes hereof, “Lender Affiliate” shall mean, (A) with respect to any Person that would otherwise be an Eligible Assignee under clauses (a) - (e) above (a “Qualified Assignee”), (i) an affiliate sublessor of such Qualified Assignee leased property, in form and substance satisfactory to the Agent; or (iih) any Person that is engaged in making, purchasing, holding which the Agent reasonably deems to be obsolete or otherwise investing in bank loans or similar extensions of credit not marketable in the ordinary course of its business business. Eligible Machinery and is administered (including as placement agent therefore) or managed Equipment. With respect to any US Transaction Party, those items of machinery and equipment owned by a Qualified Assignee or an affiliate such US Transaction Party at the relevant time of a Qualified Assignee and (B) reference thereto with respect to a Lender that is a fund which invests in bank loans or similar extensions of credit, any Approved Fund of such Lender. Notwithstanding anything US Transaction Party has full and unencumbered title (except for liens granted to the contraryAgent pursuant to the Security Documents) and with respect to which the Agent has a valid and perfected first priority security interest, securing all of the term Eligible Assignee shall exclude Obligations. Employee Benefit Plan. Any employee benefit plan within the meaning of ss.3(3) of ERISA maintained or contributed to by the Borrower, or any Person controllingERISA Affiliate, controlled by or under common control with, the Borrower or the Company.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) a commercial bank or finance company -------- -------- organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated determined in accordance with Generally Accepted Accounting Principlesgenerally accepted accounting principles; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “"OECD”"), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such -------- bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; and (e) if, but only if, any Event of Default has occurred and is continuing, any other assignee having a net worth of at least $100,000,000 thatbank, in the reasonable judgment of insurance company, commercial finance company or other financial institution or other Person approved by the Agent, is a reputable institutional investor such approval not to be unreasonably withheld; provided that in the case of clauses (a)-(d) -------- above, such 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 substantial experience in lending and originating loans similar to the Facility, or in purchasing, investing in an investment -------- ------ ------- --------- banking company (of recognized national standing or otherwise holding such loans; (fapproved in writing by the Agent) any Lender Affiliate or an Approved Fund providing for the making of a Lender; and (g) any Lender. For purposes hereofPermitted Investments, “Lender Affiliate” shall meanincluding, (A) with respect to any Person that would otherwise be an Eligible Assignee under clauses (a) - (e) above (a “Qualified Assignee”), (i) an affiliate of such Qualified Assignee or (ii) any Person that is engaged in making, purchasing, holding or otherwise investing in bank loans or similar extensions of credit in the ordinary course of its business and is administered (including as placement agent therefore) or managed by a Qualified Assignee or an affiliate of a Qualified Assignee and (B) with respect to a Lender that is a fund which invests in bank loans or similar extensions of credit, any Approved Fund of such Lender. Notwithstanding anything to the contrarywithout limitation, the term Eligible Assignee purchase of Margin Stock or other securities on margin, provided, however, that any such agreement shall exclude not provide for the -------- ------- Indebtedness arising thereunder, if any, to be secured by assets of any Person controllingof the Sterling Companies, controlled other than by or under common control with, the Borrower or assets constituting the CompanyInvestments subject to such agreement.

Eligible Assignee. Any of (a) (i) a commercial bank or finance company organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (bii) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with Generally Accepted Accounting Principlesgenerally accepted accounting principles; (ciii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “"OECD”"), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (div) the central bank of any country which is a member of the OECD; (ev) any investment company, investment fund, financial institution or other assignee having a net worth institutional lender (other than any financial institution which but for the amount of at least $100,000,000 that, in the reasonable judgment of the Agent, is a reputable institutional investor with substantial experience in lending and originating loans similar to the Facility, or in purchasing, investing in or otherwise holding such loans; (f) any Lender Affiliate or an Approved Fund of a Lender; and (g) any Lender. For purposes hereof, “Lender Affiliate” shall mean, (A) with respect to any Person that its total assets would otherwise be have been an Eligible Assignee under clauses (a) - (e) above (a “Qualified Assignee”), (i) an affiliate through (iv) 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 Qualified Assignee or approval not to be unreasonably withheld; and (iib) any Person that is engaged in makingBank and any Affiliate of any Bank and, 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 any Bank that is a fund which that invests in bank loans or similar extensions of creditloans, any Approved Fund other fund that invests in loans and is managed by the same investment adviser as such Bank or by an Affiliate of such Lender. Notwithstanding anything to the contrary, the term investment adviser (and treating all such funds so managed as a single Eligible Assignee shall exclude any Person controlling, controlled by or under common control with, Assignee); provided that no Affiliate of the Borrower or the Companyshall be an Eligible Assignee.

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