|FORTERRA, INC. filed this Form 8-K on 06/11/2018|
Section 32.01 Guarantor shall guaranty Tenant’s obligations under this Lease pursuant to the Guaranty Agreement substantially in the form of Exhibit G, executed and delivered to Landlord as of the Commencement Date (the “Guaranty”). In the event Guarantor shall cease to own, directly or indirectly, substantially all of the assets of Tenant, Guarantor shall deliver a Replacement Guaranty pursuant to Section 32.02 below.
Section 32.02 Notwithstanding anything to the contrary contained herein, including, but not limited to, the fact that Forterra, Inc. is being set forth as the “Guarantor” on the Commencement Date of this Lease (Forterra, Inc., in such capacity, the “Original Guarantor”), if at any time during the Lease Term, any change in the organizational structure of Original Guarantor or any Affiliate thereof shall occur or be contemplated, including, but not limited to, resulting from either (i) the transfer, merger, or other change of Control of Original Guarantor or any Affiliate thereof or (ii) any contemplated initial public offering of common stock in the United States involving Original Guarantor or any Affiliate thereof, then Tenant shall have the right to provide one or more replacement guarantors to replace the Original Guarantor with respect to all of the obligations of Original Guarantor in respect of any guaranty relating to this Lease (each such action, a “Replacement Guaranty”), subject to the terms and full satisfaction of all of the following conditions precedent:
(a) Tenant has provided Landlord with not less than thirty (30) days prior written notice, which notice shall include the name and jurisdiction of each proposed replacement guarantor;
(b) no Event of Default has occurred and is continuing;
(c) each proposed replacement guarantor is an Approved Replacement Guarantor;
(d) each Approved Replacement Guarantor shall deliver to Landlord a guaranty (in the form attached as Exhibit G attached hereto), pursuant to which such Approved Replacement Guarantor agrees to be liable under such guaranty from and after the Commencement Date (and the Original Guarantor or any subsequent Approved Replacement Guarantor then being replaced shall be released from any further liability under the applicable guaranty) for all periods from and after the Commencement Date, and pursuant to which such Approved Replacement Guarantor shall be the “Guarantor” for all purposes set forth in this Lease);
(e) Tenant shall submit to Landlord true, correct and complete copies of all documents reasonably requested by Landlord concerning the organization and existence of such Approved Replacement Guarantor;
(f) Tenant shall pay all of Landlord’s reasonable out-of-pocket costs and expenses in connection with the Replacement Guaranty; and
(g) the change in organizational structure giving rise to such Replacement Guaranty is for a valid business purpose and not principally to avoid any obligations of Guarantor under the Guaranty.
Notification of any proposed Replacement Guaranty may be revoked by Tenant at any time prior to such Replacement Guaranty having been consummated.
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