Common use of Replacement Guarantors Clause in Contracts

Replacement Guarantors. On the Commencement Date, the Lease Guarantors executed and delivered to Landlord the Initial Lease Guaranty and the Initial Environmental Indemnity Agreement. Notwithstanding anything to the contrary in this Lease, so long as no Event of Default then exists, Tenant shall have the right from time to time during the Term to replace any Lease Guarantors (“Replaced Guarantors”) with one or more other Persons that satisfy the following conditions (each, a “Replacement Guarantor”): (a) such Persons shall be (i) Affiliates of Tenant or (ii) otherwise constitute permitted Transfer Replacement Guarantors pursuant to Article IX; (b) Landlord shall have received evidence reasonably satisfactory to Landlord that (i) immediately following the effectiveness of such replacement, (A) in the case of any Replacement Guarantors that are Affiliates of Tenant, such Replacement Guarantors (together with any Continuing Guarantors) shall satisfy the Guarantor Financial Covenants and (B) in the case of any Transfer Replacement Guarantors, the Tangible Net Worth of such Transfer Replacement Guarantors and any applicable Continuing Guarantors shall not be less than the Reference Net Worth and (ii) in the case of either of the foregoing subclauses (A) or (B), immediately following the effectiveness of the applicable replacement, such Persons shall (together with any Continuing Guarantors) satisfy the Guarantor Financial Covenants; (c) such Persons shall have executed (in the case of clauses (ii) and (iii) below) and delivered to Landlord (i) an Officer’s Certificate attaching a copy of the Structure Chart then in effect, which shall include the Replacement Guarantor, (ii) a replacement guaranty (a “Replacement Guaranty”), (iii) a replacement environmental indemnity agreement (a “Replacement Environmental Indemnity Agreement”), in each case of clauses (ii) and (iii) above, in the form and substance of the existing Lease Guaranty and Environmental Indemnity Agreement, respectively, together with any revisions thereto as may be reasonably required by Landlord by reason of the applicable Replacement Guarantor’s state of formation or organizational structure, and (iv) if any Replacement Guarantor is not an Affiliate of Tenant, a legal opinion from counsel to such Replacement Guarantor, opining as to the due formation of such Replacement Guarantor, the authority of such Replacement Guarantor to enter into such replacement documents, and the enforceability of such documents against such Replacement Guarantor, which legal opinion shall be subject in each case to customary assumptions and qualifications reasonably acceptable to Landlord; and (d) Tenant shall have reimbursed Landlord for all Costs and Expenses incurred by Landlord in connection with the foregoing. Landlord hereby agrees that, in the event that any Replacement Guarantors become Lease Guarantors in accordance with this Section 3.6, the applicable Replaced Guarantors shall be released from their respective obligations under the existing Lease Guaranty and the existing Environmental Indemnity Agreement, in each case that accrue from and after the date of such release. Tenant shall cause each Required Subsidiary from time to time to be a Lease Guarantor and to execute a Lease Guaranty or a joinder to any existing Lease Guaranty, as applicable.

Replacement Guarantors. On the Commencement Date, the Lease Guarantors executed and delivered to Landlord the Initial Lease Guaranty and the Initial Environmental Indemnity Agreement. Notwithstanding anything to the contrary in this Lease, so long as no Disabling Event of Default then exists, Tenant shall have the right from time to time during the Term to replace any Lease Guarantors (“Replaced Guarantors”) with one or more other Persons that satisfy the following conditions (each, a “Replacement Guarantor”): (a) such Persons shall be (i) Affiliates of Tenant or (ii) otherwise constitute permitted Transfer Replacement Guarantors pursuant to Article IX; (b) Landlord shall have received evidence reasonably satisfactory to Landlord that (i) immediately following the effectiveness of such replacement, (A) in the case of any Replacement Guarantors that are Affiliates of Tenant, such Replacement Guarantors (together with any Continuing Guarantors) shall satisfy the Guarantor Financial Covenants and (B) in the case of any Transfer Replacement Guarantors, the Tangible Net Worth of such Transfer Replacement Guarantors and any applicable Continuing Guarantors shall not be less than the Reference Net Worth and (ii) in the case of either of the foregoing subclauses (A) or (B), immediately following the effectiveness of the applicable replacement, such Persons shall (together with any Continuing Guarantors) satisfy the Guarantor Financial Covenants; (c) such Persons shall have executed (in the case of clauses (ii), (iii) and (iiiiv) below) and delivered to Landlord (i) an Officer’s Certificate attaching a copy of the Structure Chart then in effect, which shall include the Replacement Guarantor, (ii) a replacement guaranty (a “Replacement Guaranty”), (iii) a replacement environmental indemnity agreement (a “Replacement Environmental Indemnity Agreement”), (iv) if any such Persons own all or any portion of Tenant’s Equity Interests, each such Person (a “Replacement Pledgor”) shall execute and deliver to Landlord a replacement pledge agreement (a “Replacement Pledge Agreement”), in each case of the foregoing clauses (ii), (iii) and (iiiiv) above, in the form and substance of the existing Lease Guaranty and Guaranty, Environmental Indemnity Agreement and Pledge Agreement, respectively, together with any revisions thereto as may be reasonably required by Landlord by reason of the applicable Replacement Guarantor’s state of formation or organizational structure, and (ivv) if any Replacement Guarantor is not an Affiliate of Tenant, a legal opinion from counsel to such Replacement Guarantor, Guarantor opining as to the due formation of such Replacement Guarantor, the authority of such Replacement Guarantor to enter into such replacement documents, and the enforceability of such documents against such Replacement Guarantor, which legal opinion shall be subject in each case to customary assumptions and qualifications reasonably acceptable to Landlord; and (d) Tenant shall have reimbursed Landlord for all Costs and Expenses incurred by Landlord in connection with the foregoing. Landlord hereby agrees that, in the event that any Replacement Guarantors become Lease Guarantors in accordance with this Section 3.6, the applicable Replaced Guarantors shall be released from their respective obligations under the existing Lease Guaranty Guaranty, the existing Pledge Agreement (to the extent such Replaced Guarantors no longer hold an Equity Interest in Tenant and such Replacement Guarantors deliver a Replacement Pledge Agreement) and the existing Environmental Indemnity Agreement, in each case that accrue from and after the date of such release. Tenant shall cause each Required Subsidiary from time to time to be a Lease Guarantor and to execute a Lease Guaranty or a joinder to any existing Lease Guaranty, as applicable.

Replacement Guarantors. On the Commencement Date, the Lease Guarantors executed and delivered to Landlord the Initial Lease Guaranty and the Initial Environmental Indemnity Agreement. Notwithstanding anything to the contrary in this Lease, so long as no The death or incompetency of a Guarantor shall be an Event of Default then exists, Tenant shall have the right from time to time during the Term to replace any Lease Guarantors (“Replaced Guarantors”) with one or more other Persons that satisfy the following conditions (each, a “Replacement Guarantor”): (a) such Persons shall be (i) Affiliates of Tenant or (ii) otherwise constitute permitted Transfer Replacement Guarantors pursuant to Article IX; (b) Landlord shall have received evidence reasonably satisfactory to Landlord that (i) immediately following the effectiveness of such replacement, (A) in the case of any Replacement Guarantors that are Affiliates of Tenant, such Replacement Guarantors (together with any Continuing Guarantors) shall satisfy the Guarantor Financial Covenants and (B) in the case of any Transfer Replacement Guarantors, the Tangible Net Worth of such Transfer Replacement Guarantors and any applicable Continuing Guarantors shall not be less than the Reference Net Worth and (ii) in the case of either of the foregoing subclauses (A) or (B), immediately following the effectiveness of the applicable replacement, such Persons shall (together with any Continuing Guarantors) satisfy the Guarantor Financial Covenants; (c) such Persons shall have executed (in the case of clauses (ii) and (iii) below) and delivered to Landlord (i) an Officer’s Certificate attaching a copy of the Structure Chart then in effect, which shall include the Replacement Guarantor, (ii) a replacement guaranty hereunder (a “Replacement GuarantySpecified EOD”), (iii) a replacement environmental indemnity agreement (a “Replacement Environmental Indemnity Agreement”), in each case of clauses (ii) and (iii) above, in the form and substance of the existing Lease Guaranty and Environmental Indemnity Agreement, respectively, together with any revisions thereto as may be reasonably required by Landlord by reason of the applicable Replacement Guarantor’s state of formation or organizational structure, and (iv) if any Replacement unless such Guarantor is not an Affiliate of Tenant, a legal opinion from counsel to such Replacement Guarantor, opining as to the due formation of such Replacement Guarantor, the authority of such Replacement Guarantor to enter into such replacement documents, and the enforceability of such documents against such Replacement Guarantor, which legal opinion shall be subject in each case to customary assumptions and qualifications reasonably acceptable to Landlord; and (d) Tenant shall have reimbursed Landlord for all Costs and Expenses incurred by Landlord in connection with the foregoing. Landlord hereby agrees that, in the event that any Replacement Guarantors become Lease Guarantors replaced in accordance with this Section 3.627. In connection with the occurrence of a Specified EOD, the applicable Replaced Guarantors Borrower shall be released from permitted to substitute a replacement guarantor and no “Event of Default” shall be deemed to have occurred hereunder as a result thereof, provided, that (a) no other Event of Default hereunder or under and as defined in the Loan Agreement has occurred and is then continuing and (b) each of the following terms and conditions are satisfied (i) within thirty (30) days after the occurrence of such death or incompetency, Borrower deliver Agent written notice of its intent to substitute the guarantor; (ii) the replacement guarantor is a Satisfactory Replacement Guarantor (as defined below); (iii) within fifteen (15) days after delivery of the written notice described in the preceding subclause (i), such Satisfactory Replacement Guarantor assumes the obligations of the replaced Guarantor hereunder and under the other Loan Documents in a manner reasonably acceptable to Agent; (iv) concurrently with such assumption, (A) such Replacement Guarantor delivers to Agent a Spousal Consent (as defined below), as and to the extent applicable and (B) Borrower and such Replacement Guarantor affirms each of their respective obligations under the existing Lease Guaranty Loan Documents in a manner reasonably acceptable to Agent; and the existing Environmental Indemnity Agreement, in each case that accrue from and after the date of (v) prior to or concurrently with such release. Tenant shall cause each Required Subsidiary from time to time to be a Lease Guarantor and to execute a Lease Guaranty or a joinder to any existing Lease Guarantyassumption, as applicable, Agent receives such information, documentation and opinions as may be required by Agent in connection with such assumption and the foregoing in order to be reasonably acceptable to Agent). As used herein, the term “Satisfactory Replacement Guarantor” shall mean a replacement guarantor that (1) is reasonably acceptable to Agent and (2) is an Affiliate of Borrower.