Non-Recourse Carveout Guaranty definition

Non-Recourse Carveout Guaranty means a guaranty of so-called “recourse carveout” provisions including, without limitation, fraud, misrepresentation, misappropriation or misapplication of funds, misapplication of rents after default, waste, gross negligence and willful misconduct, that a Third Party Lender requires a third party execute and deliver in favor of such Third Party Lender in connection with a Third Party Loan.
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Non-Recourse Carveout Guaranty shall have the meaning provided in the definition of “Major Decision.”
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Non-Recourse Carveout Guaranty. The meaning set forth in Section 3.5 hereof.
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Examples of Non-Recourse Carveout Guaranty in a sentence

  • Non-Recourse Carve-out Guaranty made by Borrower for the benefit of U.S. Bank National Association, successor to Bank of America, N.A. (successor by merger to LaSalle Bank National Association), as Trustee for the Bear Xxxxxxx Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP12, dated as of December 19, 2011.

  • If any Whitehall Member (or an Affiliate thereof) agrees to provide a Loan Guaranty or a Non-Recourse Careveout Guaranty, any reimbursement the Company shall disburse to such Whitehall Member (or an Affiliate thereof) shall include interest at a rate of fifteen percent (15%) per annum from the date such amounts are actually paid by such Whitehall Member (or an Affiliate thereof) under the relevant Loan Guaranty or Non-Recourse Carveout Guaranty.


More Definitions of Non-Recourse Carveout Guaranty

Non-Recourse Carveout Guaranty means a market standard non-recourse carve-out guarantee, including, but not limited to, obligations resulting from the primary obligor’s (i) fraud or intentional misrepresentation, (ii) gross negligence or willful misconduct, (iii) breach of any representation, warranty, covenant or indemnification provision contained in the environmental indemnity or in any security document or loan document concerning environmental laws, hazardous substances and/or asbestos, (iv) removal or disposal of any portion of collateral securing a loan after an occurrence and continuance of an event of default, (vi) the misapplication or conversion of any proceeds paid by reason of any loss, damage or destruction to property, (vii) any deposits collected with respect to property which are not delivered in accordance with the terms of the loan documents, or (viii) other similar acts generally associated with a “bad boy” carve-out guaranty.
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Non-Recourse Carveout Guaranty means that certain Guaranty Agreement, dated as of the Closing Date, given by Entity Guarantors, Xxxxxxx X. Xxxxxxxxx and Xxxxxxxxx X. Xxxxx Xx. to and for the benefit of Lender, as the same may be amended, supplemented or otherwise modified from time to time.
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Non-Recourse Carveout Guaranty means that certain Non-Recourse Carveout Guaranty relating to the Loan, dated as of the date hereof, made by Guarantor in favor of the Lender.
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Non-Recourse Carveout Guaranty means a limited guaranty of customary recourse carveouts to a non-recourse financing, such as fraud and misappropriation and environmental indemnities, including, without limitation, that certain Guaranty of Recourse Obligations, dated as of June 25, 2009, by Street in favor of the Collateral Agent.
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Non-Recourse Carveout Guaranty means that certain Agreement of Guaranty and Suretyship, of even date herewith, given by the Guarantor to the Lender, as the same may be amended, replaced or supplemented from time to time with the prior written consent of the Lender.
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Related to Non-Recourse Carveout Guaranty

  • Non-recourse Obligation means indebtedness or other obligations substantially related to (1) the acquisition of assets not previously owned by the Company or any direct or indirect Subsidiaries of the Company or (2) the financing of a project involving the development or expansion of properties of the Company or any direct or indirect Subsidiaries of the Company, as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any direct or indirect Subsidiary of the Company or such Subsidiary’s assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

  • Non-Recourse Party means, with respect to a party, any of such party’s former, current and future equityholders, controlling Persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, or assignees (or any former, current or future equity holder, controlling Person, director, officer, employee, agent, representative, Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing).

  • Non-Recourse Parties has the meaning provided in Section 12.16.

  • Non-recourse Project Financing means any Indebtedness incurred in connection with the financing of all or part of the costs of the acquisition, construction or development of any project, provided that: (i) any Security Interest given by the Bank or the relevant Subsidiary is limited solely to assets of the project; (ii) the Person or Persons providing such financing expressly agrees to limit their recourse to the project financed and the revenues derived from such project as the principal source of repayment for the moneys advanced; and (iii) there is no other recourse to the Bank or the relevant Subsidiary in respect of any default by any Person under the financing; and

  • Non-Recourse Subsidiary means any Subsidiary of the Company (1) whose principal purpose is to incur Non-Recourse Indebtedness and/or construct, lease, own or operate the assets financed thereby, or to become a direct or indirect partner, member or other equity participant or owner in a partnership, limited partnership, limited liability partnership, corporation (including a business trust), limited liability company, unlimited liability company, joint stock company, trust, unincorporated association or joint venture created for such purpose (collectively, a “Business Entity”), (2) who is not an obligor or otherwise bound with respect to any Indebtedness other than Non-Recourse Indebtedness, (3) substantially all the assets of which Subsidiary or Business Entity are limited to (x) those assets being financed (or to be financed), or the operation of which is being financed (or to be financed), in whole or in part by Non-Recourse Indebtedness, or (y) Capital Stock in, or Indebtedness or other obligations of, one or more other Non-Recourse Subsidiaries or Business Entities, and (4) any Subsidiary of a Non-Recourse Subsidiary; provided that such Subsidiary shall be considered to be a Non-Recourse Subsidiary only to the extent that and for so long as each of the above requirements are met.

  • Permitted Non-Recourse Guarantees means customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements and carve-out guarantees) provided under Non-Recourse Debt in the ordinary course of business by the Company or any Subsidiary of the Company in financing transactions that are directly or indirectly secured by real estate assets or other real estate-related assets (including equity interests) of a Subsidiary of the Company (or entity in which the Company is the general partner or managing member), in each case that is the borrower in such financing, but is non-recourse to the Company or any of the Company’s other Subsidiaries, except for customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements or carve-out guarantees) as are consistent with customary industry practice (such as environmental indemnities and recourse triggers based on violation of transfer restrictions and other customary exceptions to nonrecourse liability).

  • Parent Guaranty means the guaranty of the Parent pursuant to Section 15.

  • Non-Recourse means, with respect to any specified Person and the Indebtedness of such Person:

  • Non-Recourse Indebtedness means Indebtedness the terms of which provide that the lender’s claim for repayment of such Indebtedness is limited solely to a claim against the property which secures such Indebtedness.

  • Recourse Obligations has the meaning set forth in Section 2.1.

  • Non-Recourse Debt means Indebtedness:

  • Guaranty Agreement means an agreement executed by the Guarantors in substantially the form of Exhibit F-2 unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time.

  • Seller Guaranty means a guaranty of payment and performance issued by a Seller Guarantor in the form attached to this Agreement as Exhibit V or in such other form as may be acceptable to Purchaser acting reasonably.

  • Performance Guaranty means the Performance Guaranty, dated as of the Closing Date, by the Performance Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

  • VA Loan Guaranty Agreement means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.

  • Guaranty means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

  • Completion Guaranty means the Completion Guaranty of even date herewith executed by Guarantor in favor of Lender in connection with the Capital Improvement Work and the Loan, as amended from time to time.

  • Limited Guaranty With respect to any Series (or Class within such Series), any guarantee of, or insurance policy or other comparable form of credit enhancement with respect to, amounts required to be distributed in respect of such Series (or Class) or payments under all or certain of the Underlying Securities relating to such Series or Class, executed and delivered by a Limited Guarantor in favor of the Trustee, for the benefit of the Certificateholders, as specified in the related Supplement.

  • Obligation Guaranty means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.

  • Subsidiary Guaranty Agreement means each unconditional guaranty agreement executed by the Subsidiary Guarantors in favor of the Administrative Agent for the ratable benefit of the Secured Parties, substantially in the form of Exhibit H, as amended, restated, supplemented or otherwise modified from time to time.

  • Non-Financing Lease Obligation means a lease obligation that is not required to be accounted for as a financing or capital lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP. For the avoidance of doubt, a straight-line or operating lease shall be considered a Non-Financing Lease Obligation.

  • Guaranty Agreements means and includes the Guarantee of the Loan Parties provided for in Section 11 and any other guaranty agreement executed and delivered in order to guarantee the Secured Obligations or any part thereof in form and substance acceptable to the Administrative Agent.

  • Holdings Guaranty means the Holdings Guaranty made by Holdings in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-1.

  • Lease Guaranty A guaranty of certain obligations of Tenant under this Lease executed and delivered by each Guarantor substantially in the form of Exhibit G annexed hereto.

  • Limited Recourse Indebtedness means with respect to any Person, Indebtedness to the extent: (i) such Person (A) provides no credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (B) is not directly or indirectly liable as a guarantor or otherwise or (C) does not constitute the lender; and (ii) no default with respect thereto would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Loans or the Notes) of such Person to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

  • Financing Lease Obligation means, as applied to any Person, an obligation that is required to be accounted for as a financing or capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP. At the time any determination thereof is to be made, the amount of the liability in respect of a financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes thereto) in accordance with GAAP.