Acceptable Replacement Guarantor definition

Acceptable Replacement Guarantor means, in connection with any Permitted Transfer to an Acceptable Transferee, such Acceptable Transferee or an Affiliate of such Acceptable Transferee, which Acceptable Transferee or such Affiliate is acceptable to the Super-Majority Lenders and Hermes Agent (acting at the instruction of Hermes).
Sample 1Sample 2Sample 3
Acceptable Replacement Guarantor one or more Persons that satisfy the criteria set forth in clauses (1) through (4) of the defined term “Qualified Transferees” for whom Lender shall have received a credit check reasonably acceptable to Lender and whose identity, experience, financial condition and creditworthiness, is acceptable to Lender in Lender’s reasonable discretion and whose net worth and liquidity meet the requirements of the Guaranty, and for which Lender has received a Rating Comfort Letter from each applicable Rating Agency and, in each case, either Controls Borrowers or owns a direct or indirect interest in Borrowers. Affiliate: as to any Person, any other Person (i) which directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such Person; or (ii) which, directly or indirectly, beneficially owns or holds twenty-five percent (25%) or more of any class of stock or any other ownership interest in such Person; or (iii) twenty-five percent (25%) or more of the direct or indirect ownership of which is beneficially owned or held by such Person; or (iv) which is a member of the family (as defined in Section 267(c)(4) of the Code) of such Person or which is a trust or estate, the beneficial owners of which are members of the family (as defined in Section 267(c)(4) of the Code) of such Person; or (v) which directly or indirectly is a general partner, controlling shareholder, managing member, officer, director or trustee of such Person.
Sample 1Sample 2
Acceptable Replacement Guarantor shall have the meaning set forth in Section 10.1 (a)(xxii).
Sample 1Sample 2

Examples of Acceptable Replacement Guarantor in a sentence

  • The following terms have the meanings set forth below: Acceptable Replacement Guarantor: one or more Qualified Transferees for whom Lender shall have received a credit check reasonably acceptable to Lender and that, in each case, (i) either Controls a Borrower or owns a direct or indirect interest in a Borrower and (ii) is otherwise reasonably acceptable to Lender in all respects.


More Definitions of Acceptable Replacement Guarantor

Acceptable Replacement Guarantor means either (x) one or more Affiliates of HHT reasonably acceptable to Lender or (y) any other Person(s) acceptable to Lender in its sole discretion, provided, that, if the Acceptable Replacement Guarantor consists of more than one Person, such Persons shall be jointly and severally liable under the Guaranty and Environmental Indemnity.
Sample 1
Acceptable Replacement Guarantor shall have the meaning set forth in Section 10.1 (a)(xxii). “Accounting Principles” shall mean a GAAP or Federal income tax basis or other accounting principles reasonably approved by Administrative Agent. “Accounts” shall have the meaning set forth in Section 6.1(b). “Act” shall have the meaning set forth in Section 3.1.24(cc)(v). “ADA” means the Americans with Disabilities Act, of July 26, 1990, Pub. L. No. 101-336, 104 Stat. 327, 42 U.S.C. § 12101 et. seq., as amended from time to time. “Administrative Agent” means DEUTSCHE PFANDBRIEFBANK AG, in its capacity as contractual representative for the Lenders pursuant to Article XIII hereof, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article XIII. “Additional Investments” shall have the meaning set forth in Section 2.9.1. “Affiliate” shall mean, as to any Person, any other Person that is in direct and/or indirect Control of, is directly and/or indirectly Controlled by or is under common direct and/or indirect ownership or Control with such Person. “Aggregate Debt Service” the sum of (A) the Pro Forma Debt Service as of the date of determination plus (B) the Building Loan Pro Forma Debt Service. “Aggregate Outstanding Principal Balance” shall mean the sum of (i) the Outstanding Principal Balance of the Loan and (ii) the Building Loan Outstanding Principal Balance. “Aggregate Supplemental Loan” means, in the aggregate, the Supplemental Loan and the Loan as defined in the Supplemental Building Loan Agreement. “Agreement” shall have the meaning set forth in the introductory paragraph hereto.
Sample 1
Acceptable Replacement Guarantor. One or more Persons that (i) (a) is Controlled by Capella Holdings or (b) has been approved in writing by Lessor (such approval not to be unreasonably withheld) to replace an initial Guarantor in connection or to become an additional Guarantor, as applicable; (ii) executes, acknowledges and delivers to Lessor a joinder to the Guaranty; (iii) for whom Lessor shall have received confirmation of financial and credit characteristics reasonably satisfactory to Lessor; and (iv) either Controls any Facility Lessee or owns a direct or indirect ownership interest in such Facility Lessee.
Sample 1
Acceptable Replacement Guarantor shall man one or more Persons who is a Qualified Transferee, whose identity, experience, financial condition and creditworthiness is acceptable to Lender in its good faith discretion, whose net worth and liquidity meet the requirements set forth in Section 6 of the Guaranty, and who either Controls Borrowers or owns a direct or indirect interest in Borrowers.
Sample 1
Acceptable Replacement Guarantor means a replacement guarantor (A) (1) that owns at least twenty percent (20%) direct and/or indirect ownership interest in Borrower, and (2) that has a Net Worth (as defined in the Guaranty) of $175,000,000.00 and Liquidity (as defined in the Guaranty) of $7,500,000.00 and (B) for which Lender has received search results reasonably acceptable to Lender (including results for credit, negative news, OFAC, litigation, judgment, lien, bankruptcy and such other searches as may reasonably be required by Lender).
Sample 1
Acceptable Replacement Guarantor means one or more Persons that satisfy the criteria set forth in clauses (1) through (4) of the defined term “Qualified Transferees” for whom Lender shall have received a credit check reasonably acceptable to Lender and whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is reasonably acceptable to Lender in Lender’s sole discretion and, in each case, (i) either Controls Borrower or owns a direct or indirect interest in Borrower and (ii) is otherwise acceptable to Lender in all respects.
Sample 1

Related to Acceptable Replacement Guarantor

  • Eligible Replacement means an entity (A) that satisfies the definition of Hedge Counterparty Ratings Requirement, set forth in Part 5(f)(ii) above or (B) whose present and future obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor which satisfies paragraph (b) of the definition of Hedge Counterparty Ratings Requirement.

  • Acceptable Counterparty means any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Xxxxx’x, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Lender.

  • Acceptable Collateral means any of the following assets of Borrower, if (x) held in or credited to any Collateral Account subject to a first priority Lien under the applicable Security Agreement and (y) the Collateral Requirement has been satisfied with respect thereto:

  • Approved Ratings Threshold means each of the S&P Approved Ratings Threshold and the Moody’s First Trigger Ratings Threshold.

  • S&P Approved Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, a short-term unsecured and unsubordinated debt rating from S&P of “A-1”, or, if such entity does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating from S&P of “A+”.

  • Notice of Replacement Subordination Agent has the meaning specified in Section 3.08.

  • Acceptable Waste means ordinary household, municipal, institutional, commercial and industrial Solid Waste including, but not limited to, the following:

  • Approved Replacement means, with respect to a Market Quotation, an entity making such Market Quotation, which entity would satisfy conditions (a), (b), (c) and (d) of the definition of Permitted Transfer (as determined by Party B in its sole discretion, acting in a commercially reasonable manner) if such entity were a Transferee, as defined in the definition of Permitted Transfer.

  • Qualified Manager means in the reasonable judgment of Lender, a reputable and experienced management organization (which may be an Affiliate of Borrower) possessing experience in managing properties similar in size, scope, use and value as the Property, provided, that Borrower shall have obtained (i) prior written confirmation from the applicable Rating Agencies that management of the Property by such Person will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof and (ii) if such Person is an Affiliate of Borrower, an Additional Insolvency Opinion.

  • Acceptable Flag Jurisdiction means the Bahamas, Bermuda, Panama, the Xxxxxxxx Islands, the United States or such other flag jurisdiction as may be acceptable to the Required Lenders in their reasonable discretion.

  • Hedge Counterparty Ratings Requirement means (a) either (i) the unsecured, short-term debt obligations of the substitute counterparty (or its Credit Support Provider) are rated at least “A-1” by S&P or (ii) if the substitute counterparty does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of the substitute counterparty (or its Credit Support Provider) are rated at least “A+” by S&P, (b) either (i) the unsecured, long-term senior debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “A1” by Moody’s (and if rated “A1” by Moody’s, such rating is not on watch for possible downgrade to below “A1”) and the unsecured, short-term debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “P-1” by Moody’s (and if rated “P-1” by Moody’s, such rating is not on watch for possible downgrade and remaining on watch for possible downgrade), or (ii) if such substitute counterparty (or its Credit Support Provider) does not have a short-term debt rating from Moody’s, the unsecured, long-term senior debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “Aa3” by Moody’s (and if rated “Aa3” by Moody’s, such rating is not on watch for possible downgrade to below “Aa3”), and (c) either (i) the unsecured, long-term senior debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “F1” by Fitch. For the purpose of this definition, no direct or indirect recourse against one or more shareholders of the substitute counterparty (or against any Person in control of, or controlled by, or under common control with, any such shareholder) shall be deemed to constitute a guarantee, security or support of the obligations of the substitute counterparty.

  • Approved Manager means, in relation to each Ship, Allseas Marine S.A. a corporation organised and existing under the laws of the Republic of Liberia, having its registered office at 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx and maintaining a ship management office at Voula Center, Xxxxxxxx Xxxxxx Xxxxxx 000-000, 000 00 Xxxxx, Xxxxxx or any other company which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the technical and/or commercial manager of a Ship;

  • Required Ratings Threshold means each of the S&P Required Ratings Threshold and the Moody’s Second Trigger Ratings Threshold.

  • approved rating means, for a security, a rating at or above one of the following rating categories issued by an approved rating organization for the security or a rating category that replaces a category listed below:

  • Credit Rating Agency means a nationally recognized credit rating agency that evaluates the financial condition of issuers of debt instruments and then assigns a rating that reflects its assessment of the issuer’s ability to make debt payments.

  • Acceptable Insurance Default shall have the meaning assigned to such term or analogous term in the Servicing Agreement.

  • Replacement Liquidity Provider has the meaning set forth in the Intercreditor Agreement.

  • Acceptable Credit Rating means a minimum long term credit rating of either BBB from Standard & Poors or Baa2 from Xxxxx’x; Access Undertaking means:

  • Qualifying Replacement Capital Covenant has the meaning specified in the Replacement Capital Covenant.

  • Required Ratings [Ratings] Closing Date, Location and Time: ___________ ___, 20___; offices of Cadwalader, Wickersham & Taft, LLP, New Xxxx, Xxx Yorx; 00:00 a.m. New York City time. Purchase Price for the Offered Certificates: Class Percent of Initial Aggregate ----- Principal Balance ------------------------------ Class A % Classes B-1, B-2 and B-3 % In eaxx xxxx, as offered and sold pursuant to this Terms Agreement, plus accrued interest, if applicable, thereon. Notwithstanding any other provision of the above-referenced Underwriting Agreement, all references to the Registration Statement in the Underwriting Agreement shall be with reference to File No. _________. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in the above-referenced Underwriting Agreement (which is incorporated herein in its entirety and made a part hereof) as supplemented by this Terms Agreement, the Seller agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Seller, the Offered Certificates. The Underwriter has been retained solely to act as underwriter in connection with the sale of the Offered Certificates to investors (including the establishment of the price of the Offered Certificates to investors), and no fiduciary, advisory or agency relationship between Seller and the Underwriter has been created in respect of any of the transactions contemplated by this Terms Agreement, irrespective of whether the Underwriter has advised or is advising Seller on other matters. * * * If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement by and among the Seller, Wells Fargo Bank, N.A. and the Underwriter. Very truly yours, WELLS FARGO ASSET SECURITIES XORPORATION By: -------------------------------------- Name: Title: WELLS FARGO BANK, N.A. By: -------------------------------------- Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. COUNTRYWIDE SECURITIES CORPORATION By: ----------------------------------- Name: Title: SUPPLEMENTAL INFORMATION With respect to any investor, "Supplemental Information" means any of the following types of information, to the extent omitted from the Issuer Free Writing Prospectus:

  • Eligible Repurchase Obligations Repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clauses (c)(ii) and (c)(iv) of the definition of Permitted Investments.

  • Acceptable Bank means (a) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by S&P or A2 or higher by Moody's or a comparable rating from an internationally recognized credit rating agency; or (b) any other bank or financial institution approved by each Agent.

  • Approved Valuer means a firm of valuers recognized as such by the Income Tax Department and having experience of valuing at least 5 (five) properties exceeding Rs. 100 cr. (Rupees one hundred crore) each in value;

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).