Common use of Substitute Guarantor Clause in Contracts

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 documentation as the Landlord acting reasonably may request to enable the Landlord to satisfy himself or herself that the Substitute Guarantor is suitable and appropriate to act as guarantor. 7.8 Any dispute about the giving of a Guarantee by the Guarantor or any Substitute Guarantor including the accepting or refusing of a Substitute Guarantor or a related refusal to renew the tenancy shall be determined as provided in accordance with Clause 19.

Substitute Guarantor. 7.1 If In addition to a Substitution by a Satisfactory Replacement Guarantor – in accordance with Section 8.3, Borrower shall be permitted to effectuate a Substitution (which shall also include the replacement of Key Principal with the Satisfactory Substitute Guarantor) provided that each of the following terms and conditions are satisfied: (a) Dies no Default or Event of Default shall have occurred and remain uncured or would occur as a result of such Substitution; (b) Has been made bankrupt at least thirty (30) days but no more than sixty (60) days prior to the proposed Substitution, Borrower shall deliver to Lender notice of its intent to substitute Guarantor and Key Principal and, concurrently therewith, give Lender all such information concerning the proposed substitute guarantor as Lender may reasonably require, including, without limitation, certified financial statements detailing assets and liabilities; (c) Is subject to any voluntary arrangement or any interim order under the Insolvency Act 1986 proposed substitute guarantor is a Satisfactory Substitute Guarantor; (d) Is incapable such Satisfactory Substitute Guarantor assumes the obligations of managing any Guarantor under the Guaranty and the Environmental Indemnity for events or conditions occurring as of his and after the Substitution with Guarantor to remain liable for events or her affairs by reason of mental incapacity conditions occurring prior to the Substitution; (e) Is unwilling to continue to act as concurrently with such assumption each of Borrower, the remaining Guarantor from and such Satisfactory Substitute Guarantor affirms each of their respective obligations under the Commencement Date or has refused or omitted to consent to the exercise of the Option, or Loan Documents; (f) The Landlord acting reasonably objects to if requested by Lender, such Satisfactory Substitute Guarantor executes a replacement guaranty and a replacement environmental indemnity in each case in form and substance the Guarantor continuing same as Guarantor for any reason then the Tenant may propose an alternative Guarantor or Guarantors (the Substitute Guarantor) Guaranty and the Landlord Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender; (g) Borrower delivers to Lender a Rating Agency Confirmation with respect to such Substitution; and (h) if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (i) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may refuse to accept an Option Notice unless an acceptable be) are enforceable against such Satisfactory 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 18their terms, and (ii) (time being that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the essence). 7.4 The Tenant may put forward more than one Substitute Code as a result of such Substitution. No such death or replacement of a Guarantor but no Substitute Guarantor can be put forward later than 2 weeks before the expiry date shall hinder, impair, limit, terminate or effectuate a novation of the Current Term (such date to be calculated in accordance with clause 18). 7.5 Where a Substitute obligations or liabilities of any other 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 Loan Documents. As used herein, the term “Satisfactory Substitute Guarantor” shall mean a Mxxxx REIT provided, however, that Mxxxx REIT shall (1) have a Net Worth of at least $50,000,000 and Liquid Assets of at least $2 million, (2) Mxxxx REIT shall have (x) a direct or indirect ownership interest in Borrower, which is reasonably satisfactory to Lender, and (y) the ability to control Borrower, (3) delivered to Lender searches (including credit, negative news, OFAC, litigation, judgment, lien and bankruptcy searches) reasonably required by Lender on Mxxxx REIT, the results of which must be reasonably acceptable to Lender, and (4) Mxxxx REIT otherwise satisfies Lender’s then current applicable underwriting criteria and requirements. As used in clause 7.1 apply then any person who is this Section 8.4, the former Guarantor in respect term “control” means the possession, directly or indirectly, of the Tenancy shall not be a Guarantor in respect power to direct or cause the direction of the Tenancy with effect from the Commencement Date but without prejudice to any prior liabilitymanagement, policies or activities of such Person, whether through ownership of voting securities, by contract or otherwise. 7.7 Where any Substitute Guarantor is proposed then the Tenant shall ensure that the Substitute Guarantor provides such information and produces such documentation as the Landlord acting reasonably may request to enable the Landlord to satisfy himself or herself that the Substitute Guarantor is suitable and appropriate to act as guarantor. 7.8 Any dispute about the giving of a Guarantee by the Guarantor or any Substitute Guarantor including the accepting or refusing of a Substitute Guarantor or a related refusal to renew the tenancy shall be determined as provided in accordance with Clause 19.

Substitute Guarantor. 7.1 If In addition to a Substitution by a Satisfactory Replacement Guarantor – in accordance with Section 8.3, Borrower shall be permitted to effectuate a Substitution (which shall also include the replacement of Key Principal with the Satisfactory Substitute Guarantor) provided that each of the following terms and conditions are satisfied: (a) Dies no Default or Event of Default shall have occurred and remain uncured or would occur as a result of such Substitution; (b) Has been made bankrupt at least thirty (30) days but no more than sixty (60) days prior to the proposed Substitution, Borrower shall deliver to Lender notice of its intent to substitute Guarantor and Key Principal and, concurrently therewith, give Lender all such information concerning the proposed substitute guarantor as Lender may reasonably require, including, without limitation, certified financial statements detailing assets and liabilities; (c) Is subject to any voluntary arrangement or any interim order under the Insolvency Act 1986 proposed substitute guarantor is a Satisfactory Substitute Guarantor; (d) Is incapable such Satisfactory Substitute Guarantor assumes the obligations of managing any Guarantor under the Guaranty and the Environmental Indemnity for events or conditions occurring as of his and after the Substitution with Guarantor to remain liable for events or her affairs by reason of mental incapacity conditions occurring prior to the Substitution; (e) Is unwilling to continue to act as concurrently with such assumption each of Borrower, the remaining Guarantor from and such Satisfactory Substitute Guarantor affirms each of their respective obligations under the Commencement Date or has refused or omitted to consent to the exercise of the Option, or Loan Documents; (f) The Landlord acting reasonably objects to if requested by Lender, such Satisfactory Substitute Guarantor executes a replacement guaranty and a replacement environmental indemnity in each case in form and substance the Guarantor continuing same as Guarantor for any reason then the Tenant may propose an alternative Guarantor or Guarantors (the Substitute Guarantor) Guaranty and the Landlord Environmental Indemnity, respectively, and otherwise reasonably acceptable to Lender; (g) Borrower delivers to Lender a Rating Agency Confirmation with respect to such Substitution; and (h) if required by Lender or the Rating Agencies, Borrower delivers to Lender an opinion in form and substance and from counsel satisfactory to Lender and the Rating Agencies in their sole discretion stating, among other things, (i) that the Guaranty and the Environmental Indemnity (or the new guaranty and environmental indemnity, as the case may refuse to accept an Option Notice unless an acceptable be) are enforceable against such Satisfactory 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 18their terms, and (ii) (time being that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the essence). 7.4 The Tenant may put forward more than one Substitute Code as a result of such Substitution. No such death or replacement of a Guarantor but no Substitute Guarantor can be put forward later than 2 weeks before the expiry date shall hinder, impair, limit, terminate or effectuate a novation of the Current Term (such date to be calculated in accordance with clause 18). 7.5 Where a Substitute obligations or liabilities of any other 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 Loan Documents. As used herein, the term “Satisfactory Substitute Guarantor” shall mean a Mxxxx National REIT I, Inc. (“REIT” I”) provided, however, that REIT I shall (1) have a Net Worth of at least $50,000,000 and Liquid Assets of at least $2 million, (2) REIT I shall have (x) a direct or indirect ownership interest in Borrower, which is reasonably satisfactory to Lender, and (y) the ability to control Borrower, (3) delivered to Lender searches (including credit, negative news, OFAC, litigation, judgment, lien and bankruptcy searches) reasonably required by Lender on REIT I, the results of which must be reasonably acceptable to Lender, and (4) REIT I otherwise satisfies Lender’s then current applicable underwriting criteria and requirements. As used in clause 7.1 apply then any person who is this Section 8.4, the former Guarantor in respect term “control” means the possession, directly or indirectly, of the Tenancy shall not be a Guarantor in respect power to direct or cause the direction of the Tenancy with effect from the Commencement Date but without prejudice to any prior liabilitymanagement, policies or activities of such Person, whether through ownership of voting securities, by contract or otherwise. 7.7 Where any Substitute Guarantor is proposed then the Tenant shall ensure that the Substitute Guarantor provides such information and produces such documentation as the Landlord acting reasonably may request to enable the Landlord to satisfy himself or herself that the Substitute Guarantor is suitable and appropriate to act as guarantor. 7.8 Any dispute about the giving of a Guarantee by the Guarantor or any Substitute Guarantor including the accepting or refusing of a Substitute Guarantor or a related refusal to renew the tenancy shall be determined as provided in accordance with Clause 19.

Substitute Guarantor. 7.1 If 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) Diesthe 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) Has been made bankruptthe 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) 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 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 Tenant Landlord to guarantee assess whether 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 satisfies the Tenant is acceptable 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 Requirement the outgoing Guarantor shall from such delivery be released from any future liability under this Lease. 7.3 If the Landlord refuses shall not have given its written acknowledgement that the Covenant Requirement has been met within twenty (20) Working Days of having received the relevant information, then the matter may be referred to accept an Option Notice Independent Person 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 determination in accordance with the provisions of clause 18) (time being 27 of the essence)this Lease. 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 documentation as the Landlord acting reasonably may request to enable the Landlord to satisfy himself or herself that the Substitute Guarantor is suitable and appropriate to act as guarantor. 7.8 Any dispute about the giving of a Guarantee by the Guarantor or any Substitute Guarantor including the accepting or refusing of a Substitute Guarantor or a related refusal to renew the tenancy shall be determined as provided in accordance with Clause 19.