definiens: means ( a ) any Lender and any affiliate of any Lender and ( b ) any commercial bank, savings and loan association or savings bank or any other entity which is an ( as defined in Regulation Dunder the Securities Act ) which extends credit or buys loans as one of its businesses, including insurance companies, mutualfunds, lease financing companies and commercial finance companies, in each case, which has a rating of BBB or higher fromS&P and a rating of Baa2 or higher from Moody ’s at the date that it becomes a Lender and in each case of clauses ( a ) and ( b),which, through its applicable lending office, is capable of lending to Borrowers without the imposition of any withholding orsimilar taxes ; provided that no person proposed to become a Lender after the Closing Date and determined by Agent to beacting in the capacity of a vulture fund or distressed debt purchaser shall be a Qualified Assignee, and no person or Affiliateof such person proposed to become a Lender after the Closing Date and that holds any subordinated debt or stock issued byBorrowers shall be a Qualified Assignee