Approved Replacement Guarantor means a Person (i) that satisfies the conditions set forth in clauses (x) and (y) of the definition of “Qualified Transferee”, (ii) is formed in (or, if such Person is an individual, is a citizen of), maintains its principal place of business in (or, if such Person is an individual, maintains a primary residence in), and is subject to service in the United States or Canada, (iii) has all or substantially all of its assets in the United States or Canada, (iv) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole discretion, for which Lender has received a Rating Agency Confirmation from each applicable Rating Agency and (v) who Controls Borrower (or Transferee Borrower, as applicable) and owns a direct or indirect interest in Borrower (or Transferee Borrower, as applicable). If two or more Approved Replacement Guarantors are delivering replacement guaranties and replacement environmental indemnities to Lender, then (1) only one such Approved Replacement Guarantor must Control Borrower (or Transferee Borrower, as applicable), directly or indirectly (provided that each such Approved Replacement Guarantor must own a direct or indirect interest in Borrower (or Transferee Borrower, as applicable)) and (2) the obligations of all Approved Replacement Guarantors shall be joint and several.
Approved Replacement Guarantor means one or more Persons that satisfy the conditions set forth in clauses (x) and (y) of the definition of “Qualified Transferee” and whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is reasonably acceptable to Agent, for which Agent has received a Rating Agency Confirmation from each applicable Rating Agency and who Controls Borrower (or any Transferee Borrower) or owns a direct or indirect interest in Borrower (or any Transferee Borrower). If two or more Approved Replacement Guarantors are delivering replacement guaranties and replacement environmental indemnities to Agent (on behalf of Lenders), then (i) only one such Approved Replacement Guarantor must Control Borrower (or Transferee Borrower), directly or indirectly (provided that each such Approved Replacement Guarantor must own a direct or indirect interest in Borrower (or Transferee Borrower)) and (ii) the obligations of all Approved Replacement Guarantors shall be joint and several.
Approved Replacement Guarantor has the meaning assigned in Section 10.4.
Examples of Approved Replacement Guarantor in a sentence
Upon the replacement of Indemnitor with an Approved Replacement Guarantor as provided in Section 8.1 of the Loan Agreement.
In connection with any Transfer pursuant to this Section 7, including any Transfer and Assumption, the replacement guaranty of recourse obligations delivered to Lender by such Approved Replacement Guarantor shall also include ongoing covenants regarding net worth and liquidity reasonably satisfactory to Lender.
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Notwithstanding the foregoing, the original Guarantor shall have the option to remain as the Guarantor with respect to the environmental indemnity and the guaranty of recourse obligations delivered to Lender on the date hereof and as a result, an Approved Replacement Guarantor shall not be required in connection with such Permitted Transfer, subject the satisfaction of all of the Continuing Guarantor Conditions on or before the date of the consummation of such Permitted Transfer.
More Definitions of Approved Replacement Guarantor
Approved Replacement Guarantor means a Person (1) for whom, prior to any Replacement, Landlord shall have received evidence that such Person has never been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy proceeding and there are no material outstanding judgments against such Person and (2) (x) who is under common Control with Tenant and owns a direct or indirect interest in Tenant and (y) for whom consolidated financial statements are prepared, which financial statements include the results of Tenant.
Approved Replacement Guarantor means a Person that satisfies the conditions set forth in clauses (x) and (y) of the definition of "Qualified Transferee" and whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender's sole discretion, and for which Lender has received a Rating Agency Confirmation from each applicable Rating Agency and who either Controls Borrower (or Transferee Borrower, as applicable) or owns a direct or indirect interest in Borrower (or Transferee Borrower, as applicable).
Approved Replacement Guarantor means a Person proposed by Borrower within 15 Business Days following such death or legal incapacity and approved by Lender in its discretion, which approval shall be based upon Lender’s satisfactory determination as to the reputable character and creditworthiness of such proposed Person, as evidenced by credit and background checks performed by Lender and financial statements and other information reasonably requested by Lender and Lender shall have received satisfactory evidence that such Person has a minimum Tangible Net Worth of not less $5,000,000.00 and a Cash Liquidity Balance of not less than $500,000.00.
Approved Replacement Guarantor means a Person that satisfies the conditions set forth in clauses (x) and (y) of the definition of “Qualified Transferee” (i) who either Controls Borrower (or Transferee Borrower, as applicable) or owns a direct or indirect interest in Borrower (or Transferee Borrower, as applicable), (ii) either (a) satisfies the Guarantor Net Worth Covenant and is otherwise reasonably acceptable to Lender or (b) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole discretion, (iii) is formed in (or, if such Person is an individual, is a citizen of), maintains its principal place of business in (or, if such Person is an individual, maintains a primary residence in), and is subject to service in the United States or Canada, (iv) has sufficient assets in the United States or Canada to meet the Guarantor Net Worth Covenant and (v) if required pursuant to a pooling and servicing agreement entered into in connection with the Securitization of the Loan, for which Lender has received a Rating Agency Confirmation from each applicable Rating Agency.
Approved Replacement Guarantor means a Person who either (i) is Controlled by a Qualified Owner or Qualified Group, and who, collectively with each other Approved Replacement Guarantor (or collectively with each other Guarantor in the case of clause (B) of the last paragraph of Section 8.1) satisfies the Guarantor Financial Covenants or (ii) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole discretion and in the case of this clause (ii) for which Lender has received a Rating Agency Confirmation from each applicable Rating Agency, and in either case who either Controls Borrower (or Transferee Borrower, as applicable) or owns a direct or indirect interest in Borrower (or Transferee Borrower, as applicable).
Approved Replacement Guarantor means any Person that (a) is acceptable to Administrative Agent in its sole discretion in all circumstances, (b) has on the date of delivery of any replacement guaranty pursuant to this Agreement, and agrees to maintain pursuant to such guaranty (and together with any other Guarantors remaining a party to such guaranty after such replacement), an aggregate Net Worth of not less than the amount required to be maintained by all Guarantors pursuant to the Guarantees, and aggregate Liquid Assets of not less than the amount required to be maintained by all Guarantors pursuant to the Guarantees, (c) is not a Prohibited Person, (d) has experience owning and/or managing properties that are similar to the Property and located in similar geographic and economic markets, and (e) is (or is Controlled by) a reputable person of good character, able to provide positive references from other lenders or banking relationships.
Approved Replacement Guarantor means an Eligible Qualified Owner that (i) either alone or with other Eligible Qualified Owners, Controls Borrower (or Transferee, as applicable) or (ii) owns a direct or indirect interest in Borrower (or Transferee, as applicable), in each case, subject to the Net Worth requirements specified in Section 7.1(b) or Section 7.2, as applicable.