Qualified Replacement Guarantor means a Person who (i) has a net worth of $400,000,000 (exclusive of the Properties) and (ii) is delivering to Lender a replacement limited recourse guaranty in form and substance substantially identical to the Guaranty and a replacement environmental indemnity substantially identical to the Environmental Indemnity, in each instance, in accordance with the terms and conditions hereof.
Qualified Replacement Guarantor. A Person that satisfies the following requirements: (a) such Person shall Control or be under common Control with the Qualified Transferee; (b) such Person shall have total EBITDA for the most recently ended period of four (4) consecutive fiscal quarters for which financial statements are available (which shall have been prepared by a certified public accounting firm of national standing (it being understood that such firms of national standing shall not be limited to the “big four” accounting firms) and shall cover a period beginning no earlier than eighteen (18) months prior to the date of determination) (including such financial statements that are not publicly available) of at least Nine Hundred Million and No/100 Dollars ($900,000,000.00) immediately before giving effect to the subject transfer; (c) such Person shall be solvent and have a Market Capitalization of not less than Four Billion and No/100 Dollars ($4,000,000,000.00); (d) such Person (i) in the case of a Person with a Market Capitalization of less than Eight Billion and No/100 Dollars ($8,000,000,000.00), has a Total Leverage Ratio of less than or equal to 6.25:1.00 and a Total Net Leverage Ratio of less than or equal to 5.25:1.00, in each case, immediately before giving effect to the subject transfer or (ii) in the case of a Person with a Market Capitalization greater than or equal to Eight Billion and No/100 Dollars ($8,000,000,000.00), has a Total Leverage Ratio of less than or equal to 7.25:1.00 and a Total Net Leverage Ratio of less than or equal to 6.25:1.00, in each case, immediately before giving effect to the subject transfer; and (e) in the aggregate, (x) such Person’s assets located in the United States, (y) such Person’s Controlled Subsidiaries incorporated in, or organized under the laws of, the United States or any state or territory thereof or the District of Columbia (“Domestic Subsidiaries”) that are owned directly by such Person or by other Controlled Domestic Subsidiaries of such Person (provided, that, to the extent such Subsidiaries are not wholly owned by such Person, then unless such Subsidiaries executed joinders to the Replacement Guaranty, for purposes of clause (i) below (but not, for the avoidance of doubt, clause (ii) below), the EBITDA generated by such Subsidiary shall be limited to such Person’s pro rata ownership interests in such Subsidiary), and (z) assets located in the United States owned directly or indirectly by such Person’s Subsidiaries that are not ...
Qualified Replacement Guarantor. The Qualified Replacement Guarantor (as defined in the Non-CPLV Lease) that is serving in such capacity under the Non-CPLV Lease.
Examples of Qualified Replacement Guarantor in a sentence
It shall be a condition to such replacement, that Borrower delivers, or causes to be delivered, a re-affirmation by the Qualified Replacement Guarantor of the obligations under the Guaranty and the Environmental Indemnity, and any other agreement to which Defaulting Party is a party.
Notwithstanding anything to the contrary, the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as (i) the Ownership Interests in Tenant or Guarantor are publicly traded on a nationally recognized stock exchange, and (ii) after giving effect to such transfer, (A) Tenant continues to be Controlled by Guarantor or a Qualified Replacement Guarantor, and (B) the Guaranty remains in full force and effect.
This Guaranty is made and shall continue as to any and all Liabilities without regard to any liens or security interests in any collateral, the validity, effectiveness or enforceability of such liens or security interests, or the existence or validity of any other guaranties or rights of Lender against any other obligors (subject to Guarantor’s right to provide a Qualified Replacement Guarantor as set forth in the Loan Agreement).
Upon the delivery of the Guaranty from the Qualified Replacement Guarantor, subject to the satisfaction of the foregoing conditions,(a) the Qualified Replacement Guarantor shall become the “Guarantor” for all purposes under this Lease, and (b) the then- current Guarantor shall be automatically released from all liabilities and obligations thereafter arising under the Guaranty.
Seller shall be permitted at any time to substitute for previously provided Performance Assurance delivered pursuant to this Section replacement Performance Assurance in the form of a Guaranty of a Qualified Replacement Guarantor in the form set forth in Exhibit E, cash or a Letter of Credit, provided, that such substitute security is in an amount equal to the then-current amount of Delivery Term Security and otherwise meets the applicable provisions of this Section 8.2 and the Cover Sheet.
More Definitions of Qualified Replacement Guarantor
Qualified Replacement Guarantor means (a) CFLP, (b) Sponsor, (c) a Qualified Fund Manager, (d) a Qualified Real Estate Investor, (e) an entity Controlled by CFLP, Sponsor, a Qualified Fund Manager or a Qualified Real Estate Investor; provided that, in each case with respect to this clause (e), the applicable Person (i) satisfies the provisions of Section 4.1.35 hereof [Embargoed Person] and (ii) Borrower delivers to Lender, at Borrower’s sole cost and expense, searches pertaining to litigations, judgments, liens and bankruptcy history and “know your customer” searches pertaining to criminal history, OFAC and Patriot Act requirements reasonably acceptable to Lender, or (f) a Person (i) with not less than five (5) years’ experience in commercial real estate investments, (ii) that satisfies the provisions of Section 4.1.35 hereof [Embargoed Person], and (iii) with respect to which Borrower delivers to Lender, at Borrower’s sole cost and expense, searches pertaining to litigations, judgments, liens and bankruptcy history and “know your customer” searches pertaining to criminal history, OFAC and Patriot Act requirements reasonably acceptable to Lender; provided that, in each case with respect to clauses (a), (b), (c), (d), (e) and (f), (A) the applicable Person satisfies other non-discretionary, administrative requirements of Lender, if any, and (B)(x) in the case of a Person other than Sponsor, has a net worth equal to or greater than $21,000,000.00 (excluding any equity in the Property), and Liquid Assets of not less than $2,100,000.00 or (y) in the case of Sponsor only, has a net worth equal to or greater than $10,000,000.00 (excluding any equity in the Property), and Liquid Assets of not less than $1,000,000.00; and provided further that, in each case with respect to clauses (a), (b), (c), (d), (e) and (f), the applicable Person assumes all obligations of Guarantor under the Loan Documents. In each case, a “Qualified Replacement Guarantor” shall Control Borrower or be under common Control with the entity that Controls Borrower.
Qualified Replacement Guarantor means a Person (a) who/that has its principal address and place business in the United States, (b) who/that (i) has a tangible Net Worth of not less than $300,000,000.00 and Liquid Assets of not less than $13,500,000.00, (ii) is a Qualified Equityholder or is twenty-five percent (25%) owned and Controlled by a Qualified Equityholder or (iii) is otherwise approved by Lender, (c) for which Lxxxxx has received a credit check and bankruptcy, litigation, judgment lien and other customary comparable searches which must be reasonably acceptable to Lender, including that (A) such Person has not been the subject of any bankruptcy proceedings, voluntary or involuntary, made an assignment for the benefit of creditors or taken advantage of any insolvency act, or any act for the benefit of debtors within the previous seven (7) years, (B) such Person has not been, and is not Controlled by any party which has ever been, convicted of a capital offense or fraud, embezzlement or other financial crime felony, and has no material litigation or regulatory action pending or threatened in writing against it, (C) such Person has never been, and is not Affiliated with any person which has been, indicted or convicted for a Patriot Act offense and is not on any anti-terrorism list of the United States of America, and (d) if a Securitization has occurred, for which Lxxxxx has received a written confirmation from the Rating Agencies that the replacement of the Guarantor with a Qualified Replacement Guarantor shall not result in a downgrade, withdrawal or qualification of the ratings then assigned to the Securities from each applicable Rating Agency.
Qualified Replacement Guarantor means a Person seeking to assume all obligations pursuant to a personal guaranty of a Loan and whom: (a) with respect to any Brooke Insurance Loan or Allstate Loan, (i) has a valid current insurance agent’s license, (ii) has three or more years of insurance experience, and (iii) has not been subject to disciplinary action by any state or federal regulator which resulted in a material monetary fine or suspension of a professional license; and (b) with respect to any Loan, (i) has a net worth equal to or in excess of the net worth of the guarantor such Person seeks to replace, and (ii) otherwise generally meets the Subservicer’s underwriting guidelines.
Qualified Replacement Guarantor means a Person who (a) (i) is a United States citizen and lives year round in the United States or (ii) is (to the extent such Person is a corporation) incorporated or is (to the extent such Person is a limited partnership or limited liability company) formed in the United States and, in each instance, domiciled with its principal place of business in the United States, (b)(i) has Net Worth of not less than $100,000,000 (exclusive of the Property) and (ii) Liquidity of not less than $5,000,000, each as reasonably determined by Lender, (c) the Guarantor Control Condition will be satisfied, and (d) (A) such Person has not been the subject of a voluntary or involuntary bankruptcy proceeding in the previous seven (7) years, (B) such Person has not been, and is not controlled by any party which has ever been, convicted of a capital offense or fraud, embezzlement or other financial crime felony, and (C) such Person has never been, and is not affiliated with any person which has been, indicted or convicted for a Patriot Act offense, is not on any anti-terrorism list and for which Lender has otherwise received Satisfactory Search Results.
Qualified Replacement Guarantor means a Person who (a) (i) is a United States citizen and lives year round in the United States or (ii) is (to the extent such Person is a corporation) incorporated or is (to the extent such Person is a limited partnership or limited liability company) formed in the United States and, in each instance, domiciled with its principal place of business in the United States, (b)(i) has net worth of not less than $655,000,000.00 (exclusive of the Properties) and (ii) liquidity of $30,000,000.00, each as reasonably determined by Lender, (c) is one hundred percent (100%) owned and Controlled by, or is, a Qualified Equityholder, and (d) (A) such Person has not been the subject of a voluntary or involuntary bankruptcy proceeding in the previous seven (7) years, (B) such Person has not been, and is not controlled by any party which has ever been, convicted of a capital offense or fraud, embezzlement or other financial crime felony, and (C) such Person has never been, and is not affiliated with any person which has been, indicted or convicted for a Patriot Act offense, is not on any anti-terrorism list and for which Lender has otherwise received Satisfactory Search Results.
Qualified Replacement Guarantor. The Qualified Replacement Guarantor (as defined in the Regional Lease) that is serving in such capacity under the Regional Lease.
Qualified Replacement Guarantor means a Person who (a) has its principal address and place business in the United States, (b)(i) has a tangible Net Worth of not less than $100,000,000.00 and (ii) Liquid Assets of not less than $5,000,000.00, (c) is a Qualified Equityholder or is twenty-five percent (25%) owned and Controlled by a Qualified Equityholder, and (d) for which Lender has received a credit check and bankruptcy, litigation, judgment lien and other comparable searches which must be reasonably acceptable to Lender, including that (A) such Person has not been the subject of any bankruptcy proceedings, voluntary or involuntary, made an assignment for the benefit of creditors or taken advantage of any insolvency act, or any act for the benefit of debtors within the previous seven (7) years, (B) such Person has not been, and is not controlled by any party which has ever been, convicted of a capital offense or fraud, embezzlement or other financial crime felony, and has no material litigation or regulatory action pending or threatened in writing against it, and (C) such Person has never been, and is not affiliated with any person which has been, indicted or convicted for a Patriot Act offense and is not on any anti-terrorism list of the United States of America.