Non-Recourse Basis. In the event that the Borrower fails to pay an Advance on the Maturity Date thereof, the Reserve Bank first shall seek repayment from realization upon the PPPLF Collateral, including any proceeds of payments by the SBA in connection with loan forgiveness or loan guarantees with respect to such PPPLF Collateral. Thereafter, the Reserve Bank may pursue any remedies it may have to recover the remaining outstanding amount of an Advance. Notwithstanding any provisions of the PPPLF Agreement to the contrary, all Advances made to the Borrower pursuant to the PPPLF shall become a recourse obligation if, in the sole discretion of the Reserve Bank, the Borrower (i) has breached any of the representations, warranties, or covenants made under the PPPLF Agreement or (ii) has engaged in any fraud or misrepresentation in connection with any Advance or any request to obtain an Advance under the PPPLF. Accrual of Interest, Debits by Reserve Bank: Interest on each Advance shall accrue daily against the Borrower’s Account and shall be debited from the Borrower’s Account on the Maturity Date.

Non-Recourse Basis. Notwithstanding any provision in this Agreement, in the Note, or in any other agreement, document or instrument, whether written or oral, expressed or implied, to the contrary, it is understood and agreed between Grantors and the Sellers’ Representative (on behalf of the Secured 15 Parties) that (i) the liability of Intermediate Holding shall be limited solely to the Pledged Collateral of Intermediate Holding pledged to the Sellers’ Representative pursuant to this Agreement and (ii) no money judgment, order or execution shall be sought, taken or entered in any suit, action or proceeding, whether legal or equitable, but that the Sellers’ Representative’s and Secured Parties’ sole and exclusive recourse against such Grantor shall be to have the Sellers’ Representative realize upon such Pledged Collateral in accordance with the provisions of this Agreement and that all rights to such suit, action, proceeding or deficiency are hereby waived by the Payee and each Secured Party. It is further understood and agreed that notwithstanding that the obligations are full recourse to Capital Holdings, such recourse is only secured to the extent of the Pledged Collateral of Capital Holdings hereunder and thereafter is unsecured. [Signature Pages Follow]

Non-Recourse Basis. Any provision herein, or in any document securing the Secured Obligations, or any other document executed or delivered in connection herewith, or in any other agreement or commitment, whether written or oral, expressed or implied, to the contrary notwithstanding, it is understood and agreed that (a) the liability of the Pledgor shall be limited solely to the Collateral now or hereafter pledged to the Administrative Agent pursuant to this Pledge Agreement and (b) no money judgment, order or execution shall be sought, taken or entered in any suit, action or proceeding, whether legal or equitable, but that the sole and exclusive recourse against the Pledgor in respect of such Secured Obligations, the Loan Documents or the transactions contemplated thereby shall be to realize upon said Collateral in accordance with the provisions of this Pledge Agreement and that all rights to such suit, action, proceeding or deficiency are hereby waived by the Administrative Agent, on behalf of itself and the other Secured Parties.

Non-Recourse Basis. The purchase of BILLS from CLIENT by METRO wherein METRO assumes the CREDIT RISK of a CUSTOMER.

Non-Recourse Basis. If the sale is on a non-recourse basis, the Seller is obligated to repurchase a Loan only if Buyer can demonstrate that there was a material misrepresentation of fact or negligence in application of underwriting standards by Seller, intentional or otherwise by Seller or its Secondary Seller within eighteen (18) months of the sale as set forth in this Agreement. Seller or Secondary Seller is not obligated to repurchase a Loan that goes into default. In the case of a Loan default by a Borrower, Servicer shall engage in collection efforts for the benefit of the Buyer.

Non-Recourse Basis. The Borrower shall not be obligated to repay any portion of any Advance corresponding to the amount of the MMLF Collateral Valuation (on the date of the Advance) of any Item that has due and payable obligations and that have not been paid by, or on behalf of, the issuer of that Item on the Maturity Date that the Borrower has elected to treat on a non-recourse basis (“Non- performing Items”). In the event that an Item is a Non-performing Item, and subject to compliance with the Reserve Bank’s applicable procedures, the Reserve Bank will reimburse to the Borrower’s account (to the extent debited) the amount of the portion of the Advance corresponding to MMLF Collateral Valuation (on the date of the Advance) of the Non-performing Item. Accrual of Interest, Debits by Reserve Bank: Interest on each Advance shall accrue daily against the Borrower’s account in the normal way and shall be debited from the Borrower’s account on the Maturity Date. In the event that an Item is a Non-performing Item, the Reserve Bank will reimburse the Borrower’s account (to the extent debited) the amount of accrued interest on the portion of the Advance corresponding to MMLF Collateral Valuation (on the date of the Advance) of the Non-performing Item. MMLF Termination: Under the MMLF no new extensions of credit may be made after September 30, 2020, unless authorized by the Board. Terms and Conditions: The procedures and requirements and terms and conditions of the MMLF (including the terms and conditions of this Letter of Agreement or any Supplemental Schedule) may be published (including on the Federal Reserve website) and supplemented by the Reserve Bank at its sole discretion, including conditions regarding safekeeping of MMLF Collateral, provided that any terms and conditions were published or supplemented prior to the date of the Advance as to which the terms and conditions are being imposed. Any update, amendment, restatement, supplement or other modification of the procedures and requirements and terms and conditions of the MMLF (including the terms and conditions of this Letter of Agreement or any Supplemental Schedule) published (including on the Federal Reserve website) by the Reserve Bank shall constitute notification to the Borrower for purposes of Section 15.0 of the Circular.

Related to Non-Recourse Basis

Non-Recourse Exceptions The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan constitutes either (a) the recourse obligations of at least one natural person or (b) the non-recourse obligations of the related Mortgagor, provided that at least one natural person (and the Mortgagor if the Mortgagor is not a natural person) is liable to the holder of the Mortgage Loan for damages arising in the case of fraud or willful misrepresentation by the Mortgagor, misappropriation of rents, insurance proceeds or condemnation awards and breaches of the environmental covenants in the Mortgage Loan documents.
Non-Recourse All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).
Non-recourse Obligations Notwithstanding anything in this Agreement or any Basic Document, the Owner Trustee agrees in its individual capacity and in its capacity as Owner Trustee for the Trust that all obligations of the Trust to the Owner Trustee individually or as Owner Trustee for the Trust shall be with recourse to the Owner Trust Estate only and specifically shall be without recourse to the assets of the Holder.
Non-Recourse Indebtedness Indebtedness of the Borrower, the Guarantors, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries of Parent Company that is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness.
Interest Rate Basis Interest on this Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include the CD Rate, the CMT Rate, the Commercial Paper Rate, the Constant Maturity Swap Rate, the Federal Funds Open Rate, the Federal Funds Rate, LIBOR, the Prime Rate or the Treasury Rate (each as defined below).
Settlement Date Basis For purposes of this Agreement, all determinations of whether an investment is to be included as a Portfolio Investment shall be determined on a settlement-date basis (meaning that any investment that has been purchased will not be treated as a Portfolio Investment until such purchase has settled, and any Portfolio Investment which has been sold will not be excluded as a Portfolio Investment until such sale has settled); provided that no such investment shall be included as a Portfolio Investment to the extent it has not been paid for in full.
Interest Rates and Letter of Credit Fee Rates Payments and Calculations (a) Interest Rates. Except as provided in Section 2.13(c) and Section 2.15(a), all Obligations (except for the undrawn portion of the face amount of Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal to the lesser of (i) the LIBOR Rate plus the Applicable Margin, or (ii) the maximum rate of interest allowed by applicable laws; provided, that following notice to Borrower in accordance with Section 2.15(a) hereof, all Obligations that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal, during the duration of the circumstances described in Section 2.15(a), to the lesser of (A) the Base Rate plus the Applicable Margin as calculated pursuant to Section 2.15(a) or (B) the maximum rate of interest allowable by applicable laws.
Adjusted Quick Ratio A ratio of (i) Quick Assets to (ii) Current Liabilities minus the current portion of Deferred Revenue of at least 1.50 to 1.00.
Partner Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
Rates Applicable After Default Notwithstanding anything to the contrary contained in Section 2.9 or 2.10, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring consent of affected Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued as a LIBOR Rate Advance. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring consent of affected Lenders to changes in interest rates), declare that (i) each LIBOR Rate Advance shall bear interest for the remainder of the applicable Interest Period at the LIBOR Rate otherwise applicable to such LIBOR Rate Advance for such Interest Period plus 4% per annum and (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate otherwise applicable to the Floating Rate Advance plus 4% per annum; provided, however, that the Default Rate shall become applicable automatically if a Default occurs under Section 7.1 or 7.2, unless waived by the Required Lenders.

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