Substitute Guarantor Clause Samples

Substitute Guarantor. If any EKN Guarantee is affected by any of the circumstances referred to in clauses (a) through (i) of Section 4.2, the Borrower may (with the consent of the Administrative Agent, acting on the instructions of the Required Lenders, which consent may be withheld in the absolute discretion of the Required Lenders) procure from a guarantor of equivalent status to EKN (as at the date hereof) to deliver to the Administrative Agent a guaranty and indemnity in form and substance satisfactory to the Administrative Agent, which shall only be accepted by the Lenders on terms and conditions which are satisfactory to the Required Lenders, which guaranty and indemnity shall be accepted by the Administrative Agent as a substitute for the relevant Affected EKN Guarantee.

Substitute Guarantor. Within one hundred eighty (180) days after the death of any individual Guarantor, or within ninety (90) days after the dissolution or cessation of business of an entity Guarantor (such entity Guarantor being herein called a “dissolved Guarantor”), Mortgagor shall propose in writing to State Farm the name of a Person to act as a successor guarantor (the “Successor Guarantor”) and to assume all of the obligations and liabilities of the deceased or dissolved Guarantor under the Loan Documents, including, without limitation, the obligations and liabilities in Section 7.13 below that are personal obligations and liabilities of Guarantor and Mortgagor. The proposed Successor Guarantor’s identity, composition, financial condition and creditworthiness, experience, character and business reputation shall be reasonably acceptable to State Farm. If the proposed Successor Guarantor is acceptable to State Farm, the Successor Guarantor shall promptly, and in no event more than two hundred seventy (270) days following the death of an individual Guarantor or one hundred eighty (180) days following the dissolution or cessation of business of an entity Guarantor, as applicable, execute all documents and instruments reasonably requested by State Farm to assume all of the obligations and liabilities of the deceased or dissolved Guarantor under the Loan Documents (the “Guaranty Documents”). Mortgagor shall pay all costs and expenses incurred by State Farm relating to the approval of the proposed Successor Guarantor and the preparation and review of the Guaranty Documents, including, without limitation, the fees and expenses of State Farm’s outside counsel. The provisions of this Section 3.22 shall also apply in the event of the death of any individual Successor Guarantor or the dissolution or cessation of business of any entity Successor Guarantor.

Substitute Guarantor. To facilitate GPI's obtaining the consent of lenders under Section 7.3(k), HRPT will make an affiliate of HRPT with a net worth of not less than $100,000,000 available to assume any guarantees by GPI of indebtedness relating to the Premises identified on Disclosure Schedule 1.71 as Properties Nos. 13, 14, 19 and 20.

Substitute Guarantor. Borrower shall have the one-time right to substitute an approved, replacement guarantor (the "Replacement Guarantor") for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as a guarantor of the Loan pursuant to the Guaranty, provided that the Replacement Guarantor shall (i) have a net worth at least equal to the net worth of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ at the time the Loan was approved by Lender, (ii) have provided such documentation

Substitute Guarantor. Lender shall have received an officer's certificate, good standing certificate and certified copies of organizational documents for the Substitute Guarantor contemplated pursuant to Section 11.18 in the circumstance described in such Section. Lender shall have received legal opinions of outside counsel to Substitute Guarantor, substantially in the form attached hereto as Exhibit H.

Substitute Guarantor. Solely in connection with Transfers permitted pursuant to Sections 8.2.1, 8.1(c)(v) and 8.2.2, Borrower may substitute the Guarantor under the Guaranty, the Supplemental Guaranty and the Environmental Indemnity (collectively, the “Guaranties”) with another guarantor (“Substitute Guarantor”) provided that: (i) such Substitute Guarantor satisfies the requirements of a Qualified Transferee as of the date of the proposed substitution and is otherwise acceptable to Lender in its sole discretion; and (ii) such Substitute Guarantor executes the Guaranties, in the form identical to Guaranties executed by Guarantor as of the Closing Date. Upon such substitution in accordance with the provisions of this Section 8.3 the former Guarantor shall be released from any liability or other obligation under each of the Guaranties.

Substitute Guarantor. Notwithstanding anything to the contrary in Paragraph 10, Borrower has the one-time right to substitute a new guarantor (“Substitute Guarantor”) for NNN Realty Advisors, Inc., subject to approval of Lender in its sole and absolute discretion. Such Substitute Guarantor must execute a new Non-Recourse Indemnification Agreement and a new Environmental Indemnity Agreement (collectively, “New Indemnities”) in form and substance satisfactory to Lender in its sole and absolute discretion. Upon delivery of the New Indemnities, Lender will release NNN Realty Advisors, Inc. from all obligations and liabilities first arising after the effective date of the New Indemnities. If the Substitute Guarantor has a net worth of $10,000,000.00 or greater, Lender’s approval of such Substitute Guarantor will be in Lender’s reasonable discretion. Borrower will pay all costs and expenses incurred by Lender in connection with the actions contemplated by this Paragraph 55(f), including attorney fees and rating agency fees whether the Substitute Guarantor is approved or rejected, but Borrower will not be required to pay any assumption fee or “reasonable administrative fee.”

Substitute Guarantor. 7.1 The Landlord hereby acknowledges that the Tenant and/or Guarantor shall be entitled from time to time to request that another entity (a "Substitute Guarantor") be substituted for any Guarantor (if applicable) under this Lease in accordance with the following provisions PROVIDED THAT: (a) the financial strength of the Substitute Guarantor (being its net asset value assessed in accordance with UK GAAP or such other appropriate accounts standard as the Landlord may reasonably determine from time to time for each of its three (3) preceding accounting periods taking into account also any security offered by the Substitute Guarantor for performance of its obligations hereunder) is sufficient to enable it to perform the covenants and obligations of the Guarantor under this Schedule in the reasonable opinion of the Landlord (the "Covenant Requirement"); and (b) the Substitute Guarantor is not incorporated or resident in a country outside of the United Kingdom where there is no treaty for the mutual enforcement of judgments between the United Kingdom and that country, unless, in relation to such company or entity; (i) it carries on and maintains a business in the United Kingdom; and (ii) it has a current bank account in the United Kingdom; and (iii) it has in the reasonable opinion of the Landlord, sufficient assets in the United Kingdom to enable it to meet its liabilities under this Lease; and (iv) it agrees to be bound by the jurisdiction of the English courts; or (c) the Substitute Guarantor is not a person who enjoys sovereign or state immunity unless a department body or agency of the United Kingdom Government; 7.2 If: (a) such accounts, financial and other information with regard to the Substitute Guarantor as may reasonably be required by the Landlord to assess whether the Substitute Guarantor satisfies the Covenant Requirement have been provided to the Landlord; and (b) the Landlord acknowledges that the Substitute Guarantor meets the Covenant Requirement (such acknowledgement not to be unreasonably withheld or delayed); and (c) a deed of covenant duly executed by the Substitute Guarantor which contains the same provisions as are set out in this Schedule 6 and pursuant to which the Substitute Guarantor assumed the same obligations to the Landlord as the Guarantor is delivered to the Landlord; then upon delivery of such deed of covenant and completion of any additional security offered by the Substitute Guarantor in order to meet the Covenant Requiremen...

Substitute Guarantor. Stratford shall use its best efforts to meet the Financial Covenants set forth in the Allianz Guaranty as soon as possible in order to be substituted in place of JDMD as guarantor under the Allianz Guaranty.