Recourse Liabilities. The amount of liabilities owed by the Partnership (other than nonrecourse liabilities and liabilities to which Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)).
Recourse Liabilities. (a) Guarantor does hereby unconditionally, absolutely and irrevocably guarantee to Agent (for the benefit of the Lenders), as a primary obligor and not merely as a surety, the payment of any actual loss, damage, cost, expense, liability or claim or other obligation incurred by Agent and/or any Lender (including reasonable attorneys’ fees and costs of enforcement or collection actually incurred by Agent) arising out of or in connection with the 49303598 following (all such liability and obligation for any or all of the following being referred to herein as “Designated Recourse Liabilities”):
(1) any fraud by Borrower, Guarantor or any Affiliate of Borrower or Guarantor, or any of their respective partners, shareholders, members, officers or directors, in connection with the Loan;
(2) any material misrepresentation in any of the Loan Documents (i) by Guarantor or any of their respective authorized representatives, or (ii) by Borrower, any Affiliate of Borrower or any of their respective authorized representatives;
(3) the removal, or disposal, by Borrower or any Affiliate of Borrower of any material personal property in which Lenders have a Lien in violation of the terms of the Loan Documents unless replaced with personal property of substantially equivalent value and utility;
(4) any intentional material physical waste of any portion of the Property committed by Xxxxxxxx, Guarantor or any Affiliate of Borrower or Guarantor, except to the extent caused by the insufficiency of cash flow generated by the Property and made available to Borrower;
(5) the failure by Borrower to pay and/or release, as applicable, any (i) claims of persons supplying labor or materials to the Property or (ii) unpaid taxes (including Hotel Taxes), assessments and governmental charges levied upon, assessed or charged against the Property, in each case, in violation of the Loan Agreement, except that there shall be no such liability if (x) the net income generated from the Property that is made available to Borrower is not sufficient to pay such amounts, or (y) Borrower did not have the legal right because of a bankruptcy, receivership or similar proceeding to direct disbursement of funds to pay such claims, taxes, assessments and/or governmental charges;
(6) any Transfer in violation of the Loan Documents other than (x) a Transfer that is covered by Section 2(b)(2) below, and/or (y) Immaterial Transfers;
(7) failure of Borrower to obtain and maintain insurance coverages required under...
Recourse Liabilities. In addition to the above, Champion and its subsidiary, Builders Credit Corp. ("BCC") and General Electric Capital Corp. ("GECC") entered into an Agreement for Purchase of Accounts, dated February 22, 1989 (the "Purchase Agreement"), whereby GECC provides and administers floor plan financing for Champion dealers on Champion products exclusively. Transamerica Commercial Financial Corporation has assumed GECC's obligations in the above Purchase Agreement. Pursuant to the Purchase Agreement, Champion and its subsidiaries, BCC, Champion Home Builders Co., Champion Motor Coach, Inc., and Moduline International, Inc. (Champion and its subsidiaries collectively referred to herein as the "Parties"), have a full recourse obligation in the case of a dealer default for sales out of trust, missing or damaged equipment and billed unpaid interest charges. Champion, based on past experience, provides currently for estimated future losses under this program with accruals based on monthly volumes financed with GECC. Amounts outstanding under recourse obligation at January 1, 1994 totaled $46 million.
Recourse Liabilities. Upon the Board's approval of any loans to be obtained by the Company, a Project Entity or an Owner for an EOP Project or a Company Project in accordance with SECTION 8.3.9 of this Agreement, or if such agreement was part of the terms on which the Board approved a Project as an Approved Project, each Member (or at such Member's election, in its sole discretion, an Affiliate of comparable or greater financial strength, each a "MEMBER GUARANTOR") shall provide guarantees of any environmental liabilities, customary non-recourse "carve outs" and completion guaranties as may be required by the applicable lender. All other forms of guarantees of the obligations of the Company, a Project Entity or an Owner may be given or denied by each Member in its sole and absolute discretion. Furthermore, at the request of Manager, any of the EOP Group entities may, in its sole and absolute discretion, provide credit enhancement involving direct or indirect recourse liability, in connection with any loan approved by the Board. If, at the request of Manager, such EOP Group entity agrees to provide such credit enhancement, the Manager will cause the Company to pay such EOP Group entity a credit enhancement fee from the Project Entity or Owner of 1% per year of the amount of credit enhanced, payable (and fully earned) in advance each year. The assumption by any member of the EOP Group of liability for customary non-recourse carve-outs, environmental indemnities and completion guaranties will not be considered a credit enhancement. The assumption of such liability by any member of the EOP Group, other than EOP, shall be at its sole and absolute discretion.
Recourse Liabilities. Eola, as Managing General Partner of the Partnership, shall use commercially reasonable efforts to cause the Partnership and the Operating Companies to comply with the terms and conditions of any applicable loan documents. No Partner, however, shall be required to make additional Capital Contributions or loans to the Partnership or the Operating Companies so that the Partnership or the Operating Companies can comply with those terms and conditions. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, to the extent any of the Partners or certain of their respective Affiliates and/or direct and/or indirect principals and/or related parties (a “Recourse Party”) have or are required to enter into any agreements, guarantees and/or indemnities imposing certain direct or indirect recourse liabilities relating directly or indirectly to the Property and/or any loan to the Partnership or any Operating Company (collectively, the “Recourse Liabilities”) on any Recourse Party, then the other Partners shall indemnify and hold harmless any applicable Recourse Party to the extent of such other Partners’ Partnership Percentage of any Losses incurred by the Recourse Party arising out of such Recourse Liabilities. Notwithstanding the foregoing, to the extent such Losses are attributable to the affirmative acts of the Recourse Party (or of the Partner which is an Affiliate of or otherwise related to such Recourse Party) in violation of the obligations and duties of the applicable Partner under this Agreement, then the Recourse Party shall not be entitled to any indemnification with respect to the applicable Losses. The Partnership and the Partners hereby expressly acknowledge and agree that: (a) the Recourse Liabilities have been undertaken by the Recourse Parties at the request and for the benefit of the Partnership and the Partners, and (b) no party other than the Partners (and any applicable Recourse Party) is an intended third-party beneficiary or has the right to enforce this Section 3.5.
