Common use of Bottom Dollar Guarantee Terms Clause in Contracts

Bottom Dollar Guarantee Terms. The Bottom Dollar Guarantee shall be of either (I) new (including refinanced or modified) secured Qualified Debt of the Partnership fulfilling the requirements set forth immediately below, (II) new (including refinanced or modified) unsecured, unsubordinated Qualified Debt of the Partnership, or (III) if no debt of the Partnership under clauses (I) or (II) is either then being incurred contemporaneously with the repayment or refinancing subject to a notification under Section 2.1.3(b) or such debt does not meet the other requirements of Section 2.1.3 applicable to any such debt, existing secured or unsecured Qualified Debt of the Partnership. Any such debt of the Partnership so guaranteed by a Protected Partner for which the Protected Partner is allocated a share of the Partnership’s indebtedness under Treasury Regulation Section 1.752-2 is herein referred to as “Guaranteed Debt”. The requirements of Qualified Debt for purposes of this paragraph (d) shall include that the Partnership shall reasonably believe that, at the time it provides the notice described in clause (2) of Section 2.1.3(b), the portion of such Qualified Debt to be guaranteed by the Protected Partners pursuant hereto does not exceed the bottom fifty percent (50%) of the fair market value of the encumbered property. The portion of any indebtedness of the Partnership to be so guaranteed by the Protected Partner shall, as to each Protected Partner, be a so-called “vertical” strip, commencing with the first (i.e., bottom) dollar of such indebtedness, said portion of such indebtedness guaranteed pari passu with any other Protected Partners and any other holders of interests in the Partnership which are also guaranteeing other portions of such strip, without, however, overlap of amounts that would reduce the amount of such Qualified Debt allocated for purposes of Section 752 of the Code. An example of a vertical strip is if the stated principal amount is $100, the portion to be guaranteed is $60 (i.e., the bottom sixty percent (60%) of the $100), and the amount guaranteed by a Contributor is $12, then after the loss of $40 of principal (if the principal amount outstanding at the time of loss is still $40), for every $1 of any remaining $60 loss of principal which could be incurred, the contributor who is the guarantor would be liable for $0.20 (i.e., $12 guaranteed divided by $60 of aggregate guarantees).

Bottom Dollar Guarantee Terms. The Bottom Dollar Guarantee shall be of either (IA) new (including refinanced or modified) secured Qualified Debt of the Partnership fulfilling the requirements set forth immediately below, (IIB) new (including refinanced or modified) unsecured, unsubordinated Qualified Debt of the Partnership, or (IIIC) if no debt of the Partnership under clauses (IA) or (IIB) is either then being incurred contemporaneously with the repayment or refinancing subject to a notification under Section 2.1.3(b2.1(c)(ii)(B) or such debt does not meet the other requirements of Section 2.1.3 2.1(c) applicable to any such debt, existing secured or unsecured Qualified Debt of the Partnership. Any such debt of the Partnership so guaranteed by a Protected Partner for which the Protected Partner is allocated a share of the Partnership’s indebtedness under Treasury Regulation Section 1.752-2 is herein referred to as “Guaranteed Debt”. The requirements of Qualified Debt for purposes of this paragraph (div) shall include that the Partnership shall reasonably believe that, at the time it provides the notice described in clause (2B) of Section 2.1.3(b2.1(c)(ii), the portion of such Qualified Debt to be guaranteed by the Protected Partners pursuant hereto does not exceed the bottom fifty percent (50%) of the fair market value of the encumbered property. The portion of any indebtedness of the Partnership to be so guaranteed by the Protected Partner shall, as to each Protected Partner, be a so-called “vertical” strip, commencing with the first (i.e., bottom) dollar of such indebtedness, said portion of such indebtedness guaranteed pari passu with any other Protected Partners and any other holders of interests in the Partnership which are also guaranteeing other portions of such strip, without, however, overlap of amounts that would reduce the amount of such Qualified Debt allocated for purposes of Section 752 of the Code. An example of a vertical strip is if the stated principal amount is $100, the portion to be guaranteed is $60 (i.e., the bottom sixty percent (60%) of the $100), and the amount guaranteed by a Contributor is $12, then after the loss of $40 of principal (if the principal amount outstanding at the time of loss is still $40), for every $1 of any remaining $60 loss of principal which could be incurred, the contributor who is the guarantor would be liable for $0.20 (i.e., $12 guaranteed divided by $60 of aggregate guarantees).