Leverage and Loan Guarantees Clause Samples

Leverage and Loan Guarantees. The acquisition and development of the Property may be partially financed by third-party lenders pursuant to terms approved by Investor as set forth in Section 7.2(a), and any borrowing by the Company or any of its Subsidiaries will be non-recourse to the Company or its Subsidiaries and any Member unless specifically consented to in writing by Investor. Notwithstanding the foregoing, the Manager and Principals will be personally liable for providing any necessary guarantees, indemnities, or credit enhancements, including, without limitation, any completion, non-recourse, limited or springing recourse guarantees and environmental indemnities (collectively, "Credit Enhancements") as any mortgage or mezzanine lender may customarily require with respect to the Property. Neither Manager nor any of the Principals or their respective Affiliates shall be entitled to any fee or other compensation in consideration of their issuance of such Credit Enhancements. To the extent any payments made by Manager, the Principals or their respective Affiliates under any such Credit Enhancements are determined by a court of competent jurisdiction located in the Venue to be attributable to affirmative acts of Investor or its Affiliates, then Investor shall reimburse Manager, the Principals or their respective Affiliates, as the case may be, the amounts so paid to the extent the same are attributable to such affirmative acts and Investor Principal by execution of this Agreement hereby guarantees to the Company, Sponsor and Principals the obligations of Investor set forth in this sentence. Furthermore, to the extent any payments made by Manager, the Principals or their respective Affiliates under any customary "bad boy" guaranty or environmental indemnity are determined by a court of competent jurisdiction located in the Venue to be attributable to actions expressly approved by Investor in writing pursuant to the terms of this Agreement, and Manager advised Investor in writing in advance of obtaining Investor's consent that the same would be reasonably likely to trigger recourse liability, then Investor shall reimburse Manager, the Principals or their respective Affiliates, as the case may be, the amounts so paid to the extent the same are attributable to such actions so approved. Except as set forth herein, under no circumstances shall any secured or unsecured loans with respect to the Property, any Assets, or otherwise, require Investor or any of its Affiliates to give any guaran...