Satisfactory Replacement Guarantor means a replacement guarantor that is acceptable to Lender, which determination shall be based upon, inter alia, (A) such replacement guarantor having (1) a direct or indirect ownership interest in Borrower, which is reasonably satisfactory to Lender, and (2) the ability to Control Borrower, (B) such replacement guarantor having a net worth and liquidity reasonably satisfactory to Lender, (C) Lender’s receipt of searches (including credit, negative news, OFAC, litigation, judgment, lien and bankruptcy searches) reasonably required by Lender on such replacement guarantor, the results of which must be reasonably acceptable to Lender, (D) such replacement guarantor otherwise satisfying Lender’s then current applicable underwriting criteria and requirements, and (E) such replacement guarantor being an experienced operator and/or owner of properties similar in location, size, class, use, operation and value as the Property, as evidenced by financial statements and other information reasonably requested by Lender or requested by the Rating Agencies.
Satisfactory Replacement Guarantor means a replacement guarantor that (1) satisfies the net worth and liquidity requirements set forth herein, (2) is acceptable to the Rating Agencies, (3) satisfies the Prudent Lender Standard and (4) is an Affiliate of Sponsor.
Satisfactory Replacement Guarantor shall have the meaning set forth in Section 8.3.
Examples of Satisfactory Replacement Guarantor in a sentence
Notwithstanding anything to the contrary contained in this paragraph, the commencement of an involuntary case or other proceeding against any Good Faith Guarantor shall not constitute an Event of Default under this Agreement, if within forty-five (45) days after the commencement of such proceeding, Borrower has procured a Satisfactory Replacement Guarantor.
Furthermore, in the event of the death or incompetency of any Guarantor, it shall not be an Event of Default hereunder, provided that, a Satisfactory Replacement Guarantor (as defined in the Guaranty) is provided pursuant to the terms of Section 23 of the Guaranty.
As used herein, the term "Satisfactory Replacement Guarantor" shall mean a replacement guarantor that (1) is acceptable to Lender and the Rating Agencies, (2) acceptable to Lender in its sole discretion exercised in good faith, and (3) Controls Borrower and the day-to-day operations of the Property.
In the event that a Satisfactory Replacement Guarantor replaces REIT Guarantor, then Lender shall provide REIT Guarantor with a written release, releasing REIT Guarantor from liability under this Guaranty and the Environmental Indemnity Agreement.
More Definitions of Satisfactory Replacement Guarantor
Satisfactory Replacement Guarantor means a replacement guarantor that is acceptable to Lender, which determination shall be based upon, inter alia, (1) such replacement guarantor having (x) a direct or indirect ownership interest in Borrower, which is reasonably satisfactory to Lender, and (y) the ability to control Borrower, (2) such replacement guarantor having a net worth and liquidity reasonably satisfactory to Lender, (3) Lender’s receipt of searches (including credit, negative news, OFAC, litigation, judgment, lien and bankruptcy searches) reasonably required by Lender on such replacement guarantor, the results of which must be reasonably acceptable to Lender, (4) such replacement guarantor otherwise satisfying Lender’s then current applicable underwriting criteria and requirements, and (5) such replacement guarantor being an experienced operator and/or owner of properties similar in location, size, class, use, operation and value as the Property, as evidenced by financial statements and other information reasonably requested by Lender or requested by the Rating Agencies. As used in this Section 8.3, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of such Person, whether through ownership of voting securities, by contract or otherwise.
Satisfactory Replacement Guarantor means a replacement guarantor that is acceptable to Lender, which determination shall be based upon, inter alia, (A) such replacement guarantor having (1) a direct or indirect ownership interest in Borrower, which is reasonably satisfactory to Lender, and (2) direct or indirect Control over Borrower, (B) such replacement guarantor having a net worth of no less than $250,000,000.00, (C) Lender’s receipt of searches (including credit, negative news, OFAC, litigation, judgment, lien and bankruptcy searches) reasonably required by Lender on such replacement guarantor, the results of which must be reasonably acceptable to Lender, (D) such replacement guarantor otherwise satisfying Lender’s then current applicable underwriting criteria and requirements, and (E) such replacement guarantor being an experienced operator and/or indirect owner of properties similar in location, size, class, use, operation and value as the Property, as reasonably determined by Lender.
Satisfactory Replacement Guarantor means a replacement guarantor that meets the requirements set forth in this Section 8.3, provided, however, that if such replacement guarantor is deemed acceptable to Senior Lender, then such replacement guarantor shall be deemed acceptable to Lender.
Satisfactory Replacement Guarantor means a Person that is, in Senior Lender's sole, absolute and unreviewable discretion, an adequate and satisfactory replacement for any Good Faith Guarantor (as initially defined herein), provided that such Person has entered into documentation similar (in Senior Lender's judgment) to all documentation creating or evidencing the Good Faith Guaranty previously entered into and delivered by the Good Faith Guarantor being replaced.
Satisfactory Replacement Guarantor means a replacement guarantor that is reasonably acceptable to Lender, which determination shall be based upon, inter alia, (A) such replacement guarantor having (1) a direct or indirect ownership interest in Borrower, which is reasonably satisfactory to Lender, and (2) the ability to Control Borrower, (B) such replacement guarantor having a net worth and liquidity reasonably satisfactory to Lender, provided that a replacement guarantor with a Net Worth (as defined in the Guaranty) of $250,000,000 and Liquidity (as defined in the Guaranty) of $15,000,000 shall be deemed to have satisfied the requirements of this clause (B), and (C) Lender’s receipt of searches (including credit, negative news, OFAC, litigation, judgment, lien and bankruptcy searches) reasonably required by Lender on such replacement guarantor, the results of which must be reasonably acceptable to Lender, as evidenced by financial statements and other information reasonably requested by Lender or requested by the Rating Agencies.
Satisfactory Replacement Guarantor shall have the meaning set forth in Section 6.4. “Secondary Market Transaction” shall have the meaning set forth in Section 9.1 hereof. “Securities” shall have the meaning set forth in Section 9.1 hereof. “Securities Act” shall mean the Securities Act of 1933, as amended. “Securitization” shall have the meaning set forth in Section 9.1 hereof. “Security Instrument” shall mean that certain second priority Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof, executed and delivered by Xxxxxxxx as security for the Loan and encumbering the
Satisfactory Replacement Guarantor shall have the meaning set forth in Section 6.4. “Secondary Market Transaction” shall have the meaning set forth in Section 9.1 hereof. “Securities” shall have the meaning set forth in Section 9.1 hereof. “Securities Act” shall mean the Securities Act of 1933, as amended. “Securitization” shall have the meaning set forth in Section 9.1 hereof. “Security Instrument” shall mean, each individually and/or collectively, as the context may require, those certain first priority Deeds of Trust and Security Agreements dated as of the date hereof, executed and delivered by Xxxxxxxx as security for the Loan and encumbering the Property, as any of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. “Servicer” shall have the meaning set forth in Section 9.4 hereof. “Servicing Agreement” shall have the meaning set forth in Section 9.4 hereof. “Severed Loan Documents” shall have the meaning set forth in Article 10. “Significant Obligor” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act. “SPE Component Entity” shall have the meaning set forth on Exhibit C attached hereto. “Sponsor” shall mean Guarantor. “Springing Member LLC” shall mean a Delaware limited liability company properly structured in accordance with applicable Rating Agency criteria with at least one springing member that shall, upon the dissolution, withdrawal or disassociation of such limited liability