Qualified Guarantee definition

Qualified Guarantee has the meaning set forth in Section 3.2.

Qualified Guarantee means any guarantee of an obligation that constitutes a “qualified guarantee” within the meaning of Regulations §1.148-4(f).

Qualified Guarantee means a qualified guarantee as defined in Treasury Regulations §1.148-4(f).

Examples of Qualified Guarantee in a sentence

• If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3, such indebtedness thereafter shall be considered a Guaranteed Debt and subject to all of this Article 3.

• The Borrower will notify the Agent and any Protected Partner (as defined in the Tax Protection Agreement) in writing at any time it is required to provide an opportunity to any Protected Partner to either (i) guarantee Qualified Guarantee Indebtedness (as defined in the Tax Protection Agreement), or (ii) enter into a Deficit Restoration Obligation (as defined in the Tax Protection Agreement) as required under Article 3 of the Tax Protection Agreement.

• If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3, such indebtedness thereafter shall be considered a Guaranteed Debt of the Partnership and subject to all of this Article 3.

• If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3, such indebtedness thereafter shall be considered a Guaranteed Debt and shall be subject to all of this Article 3.

• During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity to enter into Qualified Guarantees of Qualified Guarantee Indebtedness in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3.

More Definitions of Qualified Guarantee

Qualified Guarantee means a guarantee that (i) is substantially in the form of Schedule 5, (ii) is a “bottom dollar guarantee” in that the lender for the Guaranteed Debt is required to pursue all other collateral and security for the Guaranteed Debt (other than any bottom-dollar guarantees permitted pursuant to the last sentence of this definition) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantee only if, and solely to the extent that, the total amount recovered by the lender with respect to the Guaranteed Debt after the lender has exhausted its remedies as set forth above is less than the aggregate of the Guaranteed Amounts with respect to such Guaranteed Debt (plus the aggregate amounts of any other guarantees that are in effect with respect to such Guaranteed Debt at the time the guarantees are entered into), and the maximum aggregate liability of each Partner Guarantor for all Guaranteed Debt shall be limited to the amount actually guaranteed by such Partner Guarantor, (iii) Guaranteed Amounts with respect to the debt will not exceed 50% of the amount of the Guaranteed Debt outstanding at the time the guarantee is executed, (iv) as to each Protected Partner that is offered to execute the guarantee, there is no other person that would be considered to “bear the economic risk of loss,” within the meaning of Treasury Regulation Section 1.752-2, or would be considered to be “at risk” for purposes of Section 465(b) with respect to that portion of such debt for which such Protected Partner is being offered to make the guarantee; (iv) is delivered to the lender, (v) the receipt of which is acknowledged and accepted by the lender, and (vi) is enforceable under the laws of the state governing the loan and in which the property securing the guaranteed loan is located. If there are guarantees already in place at the time a Guarantee Opportunity is presented to the Protected Partners that are pari passu with or at a lower level of risk than the guarantees being offered, then the amount of such existing guarantees shall be added to the Guaranteed Amount for purposes of calculating the 50% limitation set forth in clause (iii) above.

Qualified Guarantee means a guarantee that meets the requirements of Section 1.148-4(f) of the Regulations.

Qualified Guarantee means a guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of any entity provided that (i) unless such Indebtedness was incurred by a Native American tribe or any agency or instrumentality thereof, the Company and its Restricted Subsidiaries own in the aggregate at least 35% but no more than 50% of the outstanding Voting Stock of such entity at the time of the incurrence, creation or assumption of the guarantee, (ii) the primary purpose for which such Indebtedness was incurred was to finance the development, construction or acquisition of a gaming facility, (iii) the pro forma Consolidated Coverage Ratio of the Company, calculated cumulatively for the four most recent consecutive fiscal quarters of the Company prior to the date of the guarantee as if the guarantee were required to have been satisfied on the first day of such period, would have been greater than 2.5 to 1.00, (iv) none of the Existing Equity Holders, other than Xxxxx X. Xxxxxxxxxxx or Xxxxx X Xxxxxxx if such person is no longer employed by the Company in any capacity, or any of their Related Persons, other than the Company and its Restricted Subsidiaries, is a direct or indirect obligor, contingently or otherwise, of such Indebtedness or a direct or indirect holder of any Capital Stock of such entity, other than through their respective ownership interests in the Company, (v) at the time of the incurrence, creation or assumption of the guarantee, the rating of the Notes by each Rating Agency is at least equal to the rating of the Notes on the date of the Indenture and (vi) if such Indebtedness is incurred by a Native American tribe or any agency or instrumentality thereof, including any tribal authority, for so long as such guarantee is outstanding such tribe and the Company or one of its Restricted Subsidiaries will have in effect a written agreement which has been approved by all required Governmental Authorities pursuant to which the Company or one of its Restricted Subsidiaries will manage such tribe's gaming activities at the facility or facilities with respect to which the Indebtedness was incurred to develop, construct or acquire in exchange for customary fees and reimbursements."

Qualified Guarantee means a guarantee of the payment of principal and interest payable on the Bonds with respect to which all of the following requirements are satisfied:

Qualified Guarantee. As defined in Section 3(b).

Qualified Guarantee means a guarantee of the payment of the principal of or interest on bonds of an issue (or a guarantee of payments on a Purpose Investment) that satisfies each of the following: (i) as of the date the guarantee is obtained, the issuer reasonably expects that the present value of the fees for the guarantee will be less than the present value of the expected interest savings on the issue as a result of the guarantee (computed by using the Yield of the issue, determined with regard to guarantee payments, as the discount rate); (ii) the arrangement must create a guarantee in substance by imposing a secondary liability that unconditionally shifts substantially all of the credit risk for all or part of the principal and interest payments on the bonds; and (iii) the fees for a guarantee must not exceed a reasonable, arm’s-length charge for the transfer of credit risk.

Qualified Guarantee means a guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of any entity primarily engaged or preparing to engage in a Permitted Line of Business, provided that