Common use of Eligible Assignee Clause in Contracts

Eligible Assignee. Any Lender or any Affiliate of a Lender; (b) any commercial bank, savings bank, savings and loan association, investment or mutual fund, or similar financial institution which (i) has total assets of $5,000,000,000 or more, (ii) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, (iii) in the sole judgment of Agent, is engaged in the business of lending money and extending credit, and buying loans or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (iv) in the sole judgment of Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder; (c) any insurance company in the business of writing insurance which (i) has total assets of $5,000,000,000 or more (ii) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (iii) meets the requirements set forth in subclauses (iii) and (iv) of clause (b) above; and (d) any other financial institution having total assets of $5,000,000,000 (including a mutual fund or other fund under management of any investment manager having under its management total assets of $5,000,000,000 or more, and any of its Related Funds) which meets the requirement set forth in subclauses (iii) and (iv) of clause (b) above; provided that each Eligible Assignee must (A) be organized under the Laws of the United States of America, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, any State thereof or the District of Columbia, the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, (B) act under the Loan Documents through a branch, agency or funding office located in the United States of America, (C) be exempt from withholding of tax on payments hereunder and deliver the documents related thereto pursuant to the Internal Revenue Code as in effect from time to time, and (D) not be Borrower, a Guarantor or an Affiliate of Borrower or any Guarantor or a Direct Competitor of the Loan Parties.

Eligible Assignee. (i) Any Lender or any Affiliate of a Lender; (bii) any commercial bank, savings bank, savings and loan association, investment or mutual fund, association or similar financial institution which (iA) has total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) or more, (iiB) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, (iiiC) in the sole reasonable judgment of the Agent, is engaged in the business of lending money and extending credit, and buying loans or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (ivD) in the sole reasonable judgment of the Agent, is operationally and procedurally able to meet the obligations of a Lender hereunderhereunder to the same degree as a commercial bank; (ciii) any insurance company in the business of writing insurance which (iA) has total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) or more (iiB) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (iiiC) meets the requirements set forth in subclauses (iiiC) and (ivD) of clause (bii) above; and (div) any other financial institution having total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) (including a mutual fund or other fund under management of any investment manager having under its management total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) or more, and any of its Related Funds) which meets the requirement set forth in subclauses (iiiC) and (ivD) of clause (bii) above; provided that each Eligible Assignee must (Aw) be organized under the Laws of the United States of America, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, any State state thereof or the District of Columbia, the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, (Bx) act under the Loan Documents through a branch, agency or funding office located in the United States of America, (Cy) be exempt from withholding of tax on payments hereunder interest and deliver the documents related thereto pursuant to the Internal Revenue Code as in effect from time to time, time and (Dz) not be Borrower, a Guarantor the Borrower or an Affiliate of Borrower or any Guarantor or a Direct Competitor of the Loan PartiesBorrower.

Eligible Assignee. Any Lender or While any Affiliate Event of a Lender; (b) Default is in existence, any commercial bank, savings bank, savings and loan association, investment or mutual fund, or similar financial institution which (i) has total assets of $5,000,000,000 or more, (ii) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, (iii) in the sole judgment of Agent, is engaged in the business of lending money and extending creditPerson, and buying loans at all other times, any of (a) a commercial bank or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (iv) in the sole judgment of Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder; (c) any insurance company in the business of writing insurance which (i) has total assets of $5,000,000,000 or more (ii) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (iii) meets the requirements set forth in subclauses (iii) and (iv) of clause (b) above; and (d) any other financial institution having total assets of $5,000,000,000 (including a mutual fund or other fund under management of any investment manager having under its management total assets of $5,000,000,000 or more, and any of its Related Funds) which meets the requirement set forth in subclauses (iii) and (iv) of clause (b) above; provided that each Eligible Assignee must (A) be organized under the Laws laws of the United States of AmericaStates, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, 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 Cayman Islands 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 DevelopmentDevelopment (the “OECD”), or a political subdivision of any such a country, (B) act under the Loan Documents and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch, branch or agency or funding office 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, (Ci) with respect to any Person who would otherwise be exempt from withholding an Eligible Assignee under clauses (a) — (d), above (a “Qualified Assignee”), an Affiliate of tax on payments hereunder 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 deliver similar extensions of credit in the documents related thereto pursuant ordinary course of its business, with sufficient assets to the Internal Revenue Code as in effect from time to timemeet its funding obligations hereunder, and is administered (Dincluding as placement agent therefor) not be Borrower, or managed by a Guarantor 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, a fund that invests in loans, any other such fund managed by the same investment advisor as such Lender or by an Affiliate of such Lender or such advisor with sufficient assets to meet its funding obligations hereunder. Notwithstanding the foregoing, no Borrower or any Guarantor affiliate of Borrower or a Direct Competitor of the Loan Parties.REIT shall be an Eligible Assignee. Eligible Real Estate. Real Estate:

Eligible Assignee. Any Lender or While any Affiliate Event of a Lender; (b) Default is in existence, any commercial bank, savings bank, savings and loan association, investment or mutual fund, or similar financial institution which (i) has total assets of $5,000,000,000 or more, (ii) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, (iii) in the sole judgment of Agent, is engaged in the business of lending money and extending creditPerson, and buying loans at all other times, any of (a) a commercial bank or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (iv) in the sole judgment of Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder; (c) any insurance company in the business of writing insurance which (i) has total assets of $5,000,000,000 or more (ii) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (iii) meets the requirements set forth in subclauses (iii) and (iv) of clause (b) above; and (d) any other financial institution having total assets of $5,000,000,000 (including a mutual fund or other fund under management of any investment manager having under its management total assets of $5,000,000,000 or more, and any of its Related Funds) which meets the requirement set forth in subclauses (iii) and (iv) of clause (b) above; provided that each Eligible Assignee must (A) be organized under the Laws laws of the United States of AmericaStates, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, 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 Cayman Islands 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 DevelopmentDevelopment (the “OECD”), or a political subdivision of any such a country, (B) act under the Loan Documents and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch, branch or agency or funding office 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, (Ci) with respect to any Person who would otherwise be exempt from withholding an Eligible Assignee under clauses (a) — (d), above (a “Qualified Assignee”), an Affiliate of tax on payments hereunder 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 deliver similar extensions of credit in the documents related thereto pursuant ordinary course of its business, with sufficient assets to the Internal Revenue Code as in effect from time to timemeet its funding obligations hereunder, and is administered (Dincluding as placement agent therefor) not be Borrower, or managed by a Guarantor 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, a fund that invests in loans, any other such fund managed by the same investment advisor as such Lender or by an Affiliate of such Lender or such advisor with sufficient assets to meet its funding obligations hereunder. Notwithstanding the foregoing, no Borrower or any Guarantor affiliate of Borrower or a Direct Competitor of the Loan PartiesREIT shall be an Eligible Assignee.

Eligible Assignee. (i) Any Lender or any Affiliate of a Lender; (bii) any commercial bank, savings bank, savings and loan association, investment or mutual fund, association or similar financial institution which (iA) has total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) or more, (iiB) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, (iiiC) in the sole judgment of Agent, is engaged in the business of lending money and extending credit, and buying loans or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (ivD) in the sole reasonable judgment of Agent, is operationally and procedurally able to meet the obligations of a Lender hereunderhereunder to the same degree as a commercial bank; (ciii) any insurance company in the business of writing insurance which (iA) has total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) or more (iiB) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (iiiC) meets the requirements set forth in subclauses (iiiC) and (ivD) of clause (bii) above; and (div) any other financial institution having total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) (including a mutual fund or other fund under management of any investment manager having under its management total assets of FIVE BILLION DOLLARS ($5,000,000,000 5,000,000,000) or more, and any of its Related Funds) which meets the requirement set forth in subclauses (iiiC) and (ivD) of clause (bii) above; provided that each Eligible Assignee must (Aw) be organized under the Laws of the United States of America, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, any State state thereof or the District of Columbia, the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, (Bx) act under the Loan Documents through a branch, agency or funding office located in the United States of America, (Cy) be exempt from withholding of tax on payments hereunder interest and deliver the documents related thereto pursuant to the Internal Revenue Code as in effect from time to time, time and (Dz) not be Borrower, a Guarantor Borrower or an Affiliate of Borrower or any Guarantor or a Direct Competitor of the Loan PartiesBorrower.

Eligible Assignee. Any Lender or While any Affiliate Event of a Lender; (b) Default is in existence, any commercial bank, savings bank, savings and loan association, investment or mutual fund, or similar financial institution which (i) has total assets of $5,000,000,000 or more, (ii) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, (iii) in the sole judgment of Agent, is engaged in the business of lending money and extending creditPerson, and buying loans at all other times, any of (a) a commercial bank or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (iv) in the sole judgment of Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder; (c) any insurance company in the business of writing insurance which (i) has total assets of $5,000,000,000 or more (ii) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (iii) meets the requirements set forth in subclauses (iii) and (iv) of clause (b) above; and (d) any other financial institution having total assets of $5,000,000,000 (including a mutual fund or other fund under management of any investment manager having under its management total assets of $5,000,000,000 or more, and any of its Related Funds) which meets the requirement set forth in subclauses (iii) and (iv) of clause (b) above; provided that each Eligible Assignee must (A) be organized under the Laws laws of the United States of AmericaStates, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, 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 Cayman Islands 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 DevelopmentDevelopment (the “OECD”), or a political subdivision of any such a country, (B) act under the Loan Documents and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch, branch or agency or funding office 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, (Ci) with respect to any Person who would otherwise be exempt from withholding an Eligible Assignee under clauses (a) - (d), above (a “Qualified Assignee”), an Affiliate of tax on payments hereunder 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 deliver similar extensions of credit in the documents related thereto pursuant ordinary course of its business, with sufficient assets to the Internal Revenue Code as in effect from time to timemeet its funding obligations hereunder, and is administered (Dincluding as placement agent therefor) not be Borrower, or managed by a Guarantor 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, a fund that invests in loans, any other such fund managed by the same investment advisor as such Lender or by an Affiliate of such Lender or such advisor with sufficient assets to meet its funding obligations hereunder. Notwithstanding the foregoing, (i) no Borrower or any Guarantor affiliate of Borrower or a Direct Competitor the REIT shall be an Eligible Assignee and (ii) no Defaulting Lender or any of the Loan Partiesits Affiliates shall be an Eligible Assignee.

Eligible Assignee. Any Lender or any Affiliate of a Lender; (b) any commercial bank, savings bank, savings and loan association, investment or mutual fund, or similar financial institution which (i) has total assets of $5,000,000,000 or more, (ii) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, (iii) in the sole judgment of Agent, is engaged in the business of lending money and extending credit, and buying loans or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (iv) in the sole judgment of Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder; (c) any insurance company in the business of writing insurance which (i) has total assets of $5,000,000,000 or more (ii) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (iii) meets the requirements set forth in subclauses (iii) and (iv) of clause (b) above; and (d) any other financial institution having total assets of $5,000,000,000 (including a mutual fund or other fund under management of any investment manager having under its management total assets of $5,000,000,000 or more, and any of its Related Funds) which meets the requirement set forth in subclauses (iii) and (iv) of clause (b) above; provided that each Eligible Assignee must (A) be organized under the Laws of the United States of America, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, any State thereof or the District of Columbia, the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, (B) act under the Loan Documents through a branch, agency or funding office located in the United States of America, (C) be exempt from withholding of tax on payments hereunder and deliver the documents related thereto pursuant to the Internal Revenue Code as in effect from time to time, and (D) not be Borrower, a Guarantor Loan Party or an Affiliate of Borrower or any Guarantor or a Direct Competitor of the Loan PartiesParty.

Eligible Assignee. (i) Any Lender or any Affiliate of a LenderBank; (bii) any commercial bank, savings bank, savings and loan association, investment or mutual fund, association or similar financial institution which (iA) has total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) or more, (iiB) is “"well capitalized” " within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, (iiiC) in the sole judgment of the Agent, is engaged in the business of lending money and extending credit, and buying loans or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (ivD) in the sole judgment of the Agent, is operationally and procedurally able to meet the obligations of a Lender hereunderBank hereunder to the same degree as a commercial bank; (ciii) any insurance company in the business - 6 - of writing insurance which (iA) has total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) or more (iiB) is “"best capitalized” " within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (iiiC) meets the requirements set forth in subclauses (iiiC) and (ivD) of clause (bii) above; and (div) any other financial institution having total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) or more (including a mutual fund or other fund under management of any investment manager having under its management total assets of Five Billion Dollars ($5,000,000,000 5,000,000,000) or more, and any of its Related Funds) which meets the requirement set forth in subclauses (iiiC) and (ivD) of clause (bii) above; provided that each Eligible Assignee must (Aw) be organized under the Laws of the United States of America, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, any State state thereof or the District of Columbia, the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, (Bx) act under the Loan Documents through a branch, agency or funding office located in the United States of America, (Cy) be exempt from withholding of tax on payments hereunder interest and deliver the documents related thereto pursuant to the Internal Revenue Code as in effect from time to time, time and (Dz) not be Borrower, a Guarantor the Borrower or an Affiliate of Borrower or any Guarantor or a Direct Competitor of the Loan PartiesBorrower.