Example ContractsClausesNon Recourse Debt
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Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a named Party to this Agreement (and then only to the extent of the specific obligations undertaken by such named Party in this Agreement), # no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named Party to this Agreement and # no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, BRPA or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Recourse. Any claim against Newco that may arise under this Agreement or otherwise in connection with this Agreement shall be made only against and shall be limited to Newco’s assets, and any rights to proceed otherwise against the Members, either individually or collectively, or against any such Member’s or Members’ assets, as a result of any claim or any obligation arising therefrom, are hereby waived.

Each of the Sellers, the Centralising Unit, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS and the Agent:

Consolidated Debt” means, at any date, the Debt (other than Non-recourse Debt) of the Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of such date.

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Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary;

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made in violation of the Loan Documents; and # contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s # misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; # misappropriation of # insurance proceeds or condemnation awards or # security deposits or, alternatively, the failure of any security deposits to be delivered to Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); # fraud or intentional material misrepresentation; # breaches of the environmental covenants in the Loan Documents; or # commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

Debt. Create, assume or suffer to exist, or in any manner become or be liable in respect of, any Debt, except:

Debt. Borrower does not have any Debt outstanding other than Debt permitted by [Section 6.1] hereof.

#Non-Recourse Indebtedness and # any Indebtedness which serves to refund, refinance or extend any such Non-Recourse Indebtedness (“Refinancing Non-Recourse Indebtedness”), provided that such Refinancing Non-Recourse Indebtedness is, except for [clause (b)] of the definition thereof, Non-Recourse Indebtedness,

For all purposes, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person.

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Partial Non-Recourse to the Borrowers. Notwithstanding anything to the contrary contained herein, the Borrowers shall have no personal liability to pay the outstanding principal balance of this Note or any interest that may accrue thereon, all such liability being expressly waived by the Lender, and the Lender’s monetary remedies under this Note, the Georgia Deed to Secure Debt, the Indiana Mortgage, the Ohio Mortgage, the Tennessee Deed of Trust, the Georgia Assignment of Leases, the Indiana Assignment of Leases, the Ohio Assignment of Leases and the Tennessee Assignment of Leases shall be limited to the Borrowers’ interests in the Premises and the improvements, furnishings, equipment, leases and rents on which the Georgia Deed to Secure Debt, the Indiana Mortgage, the Ohio Mortgage, the Tennessee Deed of Trust, the Georgia Assignment of Leases, the Indiana Assignment of Leases, the Ohio Assignment of Leases and the Tennessee Assignment of Leases constitute a lien. Notwithstanding the foregoing, it is expressly understood and agreed that the aforesaid limitation on liability shall in no way affect or apply to the continued liability of the Borrowers for the payment to the Lender of: # misappropriation of any rents, issues, profits or income which have been prepaid more than thirty (30) days in advance; # any rents, issues, profits or income collected by the Borrowers from the Premises after the occurrence of an Event of Default beyond any applicable cure period under the terms of this Note, the Georgia Deed to Secure Debt, the Indiana Mortgage, the Ohio Mortgage, the Tennessee Deed of Trust, the Georgia Assignment of Leases, the Indiana Assignment of Leases, the Ohio Assignment of Leases, the Tennessee Assignment of Leases or any other instrument securing this Note (until such time as title is transferred by foreclosure or deed in lieu of foreclosure to Lender or Lender’s designee); # unrefunded security deposits made by tenants of the Premises; # any actual loss or damage to Lender arising out of the execution of a new lease or an amendment made to an existing lease which required but did not receive the prior written consent of Lender under the terms of the Georgia Deed to Secure Debt, the Indiana Mortgage, the Ohio Mortgage and the Tennessee Deed of Trust; # any fee paid by a tenant of the Premises as a result of the early termination of its lease which termination required but did not receive the prior written consent of Lender; # to the extent not paid by Borrowers, payments of all real estate taxes, special assessments and insurance premiums (until such time as title is transferred by foreclosure or deed in lieu of foreclosure to Lender or Lender’s designee); # insurance proceeds and condemnation awards, payments and consideration that the Borrowers receive and the Lender is entitled to pursuant to the terms of this Note, the Georgia Deed to Secure Debt, the Indiana Mortgage, the Ohio Mortgage, the Tennessee Deed of Trust, the Georgia Assignment of Leases, the Indiana Assignment of Leases, the Ohio Assignment of Leases, the Tennessee Assignment of Leases or of any other instrument securing this Note; # actual loss or damage suffered by the Lender arising from intentional misrepresentation or fraud in connection with the loan evidenced by this Note occurring as the result of the actions or inactions of the Borrowers or any person or entity controlling or managing Borrower or entity serving as a guarantor of any portion of the Borrowers’ obligations under the terms of this Note, the Georgia Deed to Secure Debt, the Indiana Mortgage, the Ohio Mortgage, the Tennessee Deed of Trust, the Georgia Assignment of Leases, the Indiana Assignment of Leases, the Ohio Assignment of Leases, the Tennessee Assignment of Leases or any other instrument securing this Note; # actual loss or damage suffered by the Lender occurring by reason of the existence of Hazardous Materials or Wastes, as defined in

Recourse Indebtedness” means any Indebtedness other than Non-Recourse Indebtedness.

Liens securing Non-Recourse Indebtedness and Refinancing Non-Recourse Indebtedness of Holdings, the Borrower or any Restricted Subsidiary; provided, that such Liens apply only to # the property financed, constructed or improved out of the net proceeds of suchthe Non-Recourse Indebtedness within 365 days after the incurrence of suchthe Non-Recourse Indebtedness, and, including for the avoidance of doubt, assets directly related thereto or derived therefrom or other property of Holdings, the Borrower or any Restricted Subsidiary financed pursuant to the Credit Facility of such person under which the Non-Recourse Indebtedness or Refinancing Non-Recourse Indebtedness was incurred, or # licenses, permits, authorizations, consent forms or contracts related to the acquisition, development, use or improvement of such property;

Acquired Debt of Subsidiaries, so long as such Debt is not guaranteed by, or otherwise of recourse to, the ;

Recourse; Payments of Non-Formula Amount; Maturity. Advances and the other Obligations shall be with full recourse against . On the 30th day of each April, July, October, and January, will make a principal reduction payment on the Advances, each in the amount of , plus all accrued but unpaid Finance Charge thereon. On the Maturity Date, the will pay all then outstanding Advances and other Obligations to the or such earlier date as shall be herein provided.

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