Substitute Guarantor. The then Guarantor (the “Departing Guarantor”) shall be released from obligations under Section 3 hereof on the following terms and conditions:
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. 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. 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.
Substitute Guarantor. 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) no Default or Event of Default shall have occurred and remain uncured or would occur as a result of such Substitution; (b) 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) the proposed substitute guarantor is a Satisfactory Substitute Guarantor; (d) such Satisfactory Substitute Guarantor assumes the obligations of Guarantor under the Guaranty and the Environmental Indemnity for events or conditions occurring as of and after the Substitution with Guarantor to remain liable for events or conditions occurring prior to the Substitution; (e) concurrently with such assumption each of Borrower, the remaining Guarantor and such Satisfactory Substitute Guarantor affirms each of their respective obligations under the Loan Documents; (f) 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 same as the Guaranty and the 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 be) are enforceable against such Satisfactory Substitute Guarantor in accordance with their terms, and (ii) 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 Code as a r...
Substitute Guarantor. 7.1 If a Guarantor –
Substitute Guarantor. Lender shall have received an officer's certificate, good standing certificate and certified copies of organizational documents for the Substitute Guarantor contemplated pursuant to Section 11.18 in the circumstance described in such Section. Lender shall have received legal opinions of outside counsel to Substitute Guarantor, substantially in the form attached hereto as Exhibit H.
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. Upon Borrower’s exercise of the extension option set forth in Section 2(b) of the Note and as a condition precedent thereto, IREIS (“Substitute Guarantor”), shall execute a guaranty in substantially the form attached hereto as Exhibit A.
Substitute Guarantor. To facilitate GPI's obtaining the consent of lenders under Section 7.3(k), HRPT will make an affiliate of HRPT with a net worth of not less than $100,000,000 available to assume any guarantees by GPI of indebtedness relating to the Premises identified on Disclosure Schedule 1.71 as Properties Nos. 13, 14, 19 and 20.
