Substitute Guarantor. The then Guarantor (the "Departing Guarantor") shall be released from obligations under Section 3 hereof on the following terms and conditions:
(a) a Substitute Guarantor shall assume pursuant to a written instrument satisfactory to HPT all of the Guarantor's obligations hereunder; and
(b) HPT shall receive an opinion of counsel satisfactory to HPT with respect to, among other things, the existence and good standing of the Substitute Guarantor and the due execution, delivery and enforceability of such assumption. Upon the satisfaction of the foregoing conditions and the expiration of all applicable preference or similar periods, HPT shall deliver a release to the Departing Guarantor of its obligations hereunder and the Substitute Guarantor shall be deemed the "Guarantor" hereunder. Further, if the Substitute Guarantor has Provided Collateral or has (i) a tangible net worth determined in accordance with the Accounting Principles of not less than Seven Hundred Fifty Million Dollars ($750,000,000) and (ii) unencumbered assets with a fair market value of not less than One Hundred Million Dollars (exclusive of any note, instrument, security or claim issued by, against or in any way dependent on the credit of, an Affiliate of Guarantor), HPT shall return to the Departing Guarantor any letter of credit or cash delivered by the Departing Guarantor and held by HPT hereunder and shall direct the Collateral Agent to return to the Departing Guarantor any cash delivered by the Departing Guarantor and held by such Collateral Agent pursuant to the terms of the Collateral Agency Agreement.
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. 7.1 If a Guarantor –
(a) Dies
(b) Has been made bankrupt
(c) Is subject to any voluntary arrangement or any interim order under the Insolvency Act 1986
(d) Is incapable of managing any of his or her affairs by reason of mental incapacity
(e) Is unwilling to continue to act as Guarantor from the Commencement Date or has refused or omitted to consent to the exercise of the Option, or
(f) The Landlord acting reasonably objects to the Guarantor continuing as Guarantor for any reason then the Tenant may propose an alternative Guarantor or Guarantors (the Substitute Guarantor) and the Landlord may refuse to accept an Option Notice unless an acceptable Substitute Guarantor is provided by the Tenant to guarantee the Tenancy as from the Commencement Date.
7.2 The Landlord must not act unreasonably or delay unreasonably in deciding whether or not any Substitute Guarantor put forward by the Tenant is acceptable to the Landlord.
7.3 If the Landlord refuses to accept an Option Notice for a reason set out in Clause 7.1 the Landlord must do so in writing with reasons either before the service of the Option Notice or, if an Option Notice is served then not less than 4 weeks before the expiry date of the Current Term (such date to be calculated in accordance with clause 18) (time being of the essence).
7.4 The Tenant may put forward more than one Substitute Guarantor but no Substitute Guarantor can be put forward later than 2 weeks before the expiry date of the Current Term (such date to be calculated in accordance with clause 18).
7.5 Where a Substitute Guarantor is acceptable to the Landlord then the Substitute Guarantor must sign an agreement in writing with the Landlord to guarantee the Tenant’s agreements and obligations under the New Tenancy in the same terms as the guarantee given by the former Guarantor with effect from the Commencement Date (to include any statutory periodic tenancy which may come into existence on the expiration of the Term), subject to such alterations as may be reasonably necessary to deal with any change in circumstances.
7.6 Where any of the circumstances referred to in clause 7.1 apply then any person who is the former Guarantor in respect of the Tenancy shall not be a Guarantor in respect of the Tenancy with effect from the Commencement Date but without prejudice to any prior liability.
7.7 Where any Substitute Guarantor is proposed then the Tenant shall ensure that the Substitute Guarantor provides such information and produces such docume...
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. If an Act of Insolvency occurs in relation to any Guarantor then the Tenant shall within 10 Business Days of becoming aware of such occurrence give Notice of that fact to the Landlord and, if the Landlord so requires, the Tenant shall within 25 Business Days of service of such Notice procure that some other person reasonably acceptable to the Landlord executes and delivers to the Landlord a deed containing a covenant with the Landlord as a primary obligation in the same terms as those entered into by the relevant Guarantor .
Substitute Guarantor. Borrower shall have the one-time right to substitute an approved, replacement guarantor (the "Replacement Guarantor") for Xxxxxxx XxXxxxxxx 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 Xxxxxxx XxXxxxxxx at the time the Loan was approved by Lender, (ii) have provided such documentation
Substitute Guarantor. Solely in connection with Transfers permitted pursuant to Sections 8.2.1, 8.1(c)(v) and 8.
Substitute Guarantor. The Guarantor may be substituted by another individual having an interest in Tenant, a subtenant, or Tenant’s successor in interest, or by an entity which has an interest in Tenant, a subtenant, or Tenant’s successor (each, a “Substituting Party”) provided that (a) the Substituting Party shall deliver a current financial statement, prepared in accordance with generally accepted accounting principals in the United States of America, on a reviewed basis, which is certified by the Substituting Party if an individual or, in the event that the Substituting Party is an entity, by a responsible officer of the Substituting Party, demonstrating that the Substituting Party has a net worth of not less than Ten Million and 00/100 ($10,000,000) Dollars and
(b) the Substituting Party shall deliver to Landlord a Guaranty of Lease in the same form as this Guaranty (except that the Guaranty of Lease shall not include the pre-condition to the effectiveness of the limitation of guaranty as set forth in the first sentence of Section 17) (the “Substitute Guaranty”). Upon satisfaction of the forgoing requirements to qualify a Substitute Guarantor, the present Guarantor and signatory to this Guaranty shall be released and forever discharged of liability under this Guaranty. Within ten (10) days of delivery by the Substituting Party of the Substitute Guaranty, Landlord shall deliver an acknowledgement to Guarantor of release of liability of Guarantor under this Guaranty.
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. 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.
