Recourse Loan. As of the Effective Date, the Original Shareholders shall loan the Executive (in proportion to their respective equity interests in the Company) the aggregate amount of fifteen million dollars ($15,000,000). The Executive shall be personally liable, subject to the terms of this Agreement, for the repayment of such loans, which shall become due and payable in full on the fifth anniversary of the Effective Date. Interest shall accrue on such loans at the "Applicable Federal Rate", determined in accordance with section 1274(d) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). On each of the first two anniversaries of the Effective Date, if, and only if, the Executive shall be employed by the Company on such anniversary date, all interest then accrued on such loans and one-fifth (1/5) of the principal amount of such loans shall automatically be forgiven. Upon any termination of the Executive's employment for Cause prior to the fifth anniversary of the Effective Date, the entire outstanding principal balance of such loans and all accrued interest thereon shall become due and payable immediately. Upon the earlier to occur of the fifth anniversary of the Effective Date (if, and only if the Executive shall be employed by the Company on such date) or any termination of the Executive's employment prior to the fifth anniversary of the Effective Date by the Company (other than for Cause), by the Executive for Good Reason (as defined in Section 6(d)(i) hereof), or by reason of the Executive's death or Disability, the entire outstanding principal balance of such loans and the accrued interest thereon shall automatically be forgiven. If the Executive's employment is terminated by the Executive prior to the fifth anniversary of the Effective Date (other than for Good Reason or by reason of his death or Disability), forgiveness of outstanding principal and accrued interest of such loans (beyond amounts required to be forgiven pursuant to the fourth sentence of this Section 4(f)) shall not occur, and the remaining principal and accrued interest of such loans shall immediately become due and payable. On September 3, 1996, the Executive shall execute promissory notes evidencing such loans substantially in the forms attached hereto as Exhibits B-1 and B-2, respectively. The parties acknowledge that such promissory notes may be assigned by the Original Shareholders to the Company, in which case the rights and obligations under such notes shall inu...
Recourse Loan. Borrower shall have full personal recourse liability for the Obligations incurred under this Agreement, this Note or any of the other Loan Documents.
Recourse Loan. Notwithstanding the foregoing, this limitation of liability shall not apply and the Loan will be a fully recourse Loan to Trustor and to Liable Party:
Recourse Loan. A Mortgage listed on Exhibit C.
Recourse Loan. The parties agree that the Loan is a recourse loan, and Executive shall be personally liable for all amounts payable to the Company under this Loan Agreement notwithstanding the Company's security interest in the Pledged Shares.
Recourse Loan. Subject to the terms and conditions set forth in this Agreement, Lender shall lend to Sxxxxxxx the original principal amount of the Sxxxxxxx Loan.
Recourse Loan. 15 6. Prepayment.............................................................. 16 7.
Recourse Loan. Cali Realty, LP ("CRLP") shall have the right to cause the loans evidenced by the First Replacement Notes to be refinanced through a senior unsecured publicly registered and rated recourse loan by TIAA to CRLP (the "Recourse Loan"), provided that such conversion right shall be subject to various closing conditions to be agreed upon by TIAA and CRLP, each party acting reasonably, including, without limitation, the preparation of acceptable loan documents, the rating of such Recourse Loan as BBB- or better by Standard & Poor's (or the equivalent rating by Xxxxx'x Investors Services) and by either Fitch Investor Services or Duff & Xxxxxx (or such organization's equivalent rating), there being no material adverse change in the financial condition of CRLP, and there being no Event of Default or event which, with the passage of time or the giving of notice of both, would be an Event of Default under the Loan Documents or the documents to evidence such Recourse Loan. If CRLP elects to enter into the Recourse Loan, such Recourse Loan shall be on the terms and conditions set forth on the term sheet attached hereto as Exhibit L or on such other terms and conditions as shall be acceptable to CRLP and TIAA and which are customary for debt issuances by public real estate investment trusts owning properties similar to the Properties which debt issuances have been rated by Standard & Poor's (or Xxxxx'x Investor Services) and have a rating comparable to the rating on the Recourse Loan. TIAA and each of the Borrowers agree that any reference in the First Replacement Notes to Paragraph 7 of the Second Modification Agreement shall, from and after the date hereof, be deemed to refer to this Paragraph 5.
Recourse Loan. Borrower shall have full personal recourse liability for the Obligations incurred under this Agreement, this Note or any of the other Loan Documents. Such liability shall not be imputed to any member, officer, director, employee of Borrower solely by virtue of such relationship to Borrower; provided, however, that such qualification shall not affect Guarantor’s liability under the Guaranty and shall not impute liability to any member, officer, director, employee of Guarantor.
Recourse Loan. The General Partner shall have the right to make or arrange for a recourse loan to the Defaulting Limited Partner in the amount equal to the Capital Contribution of the Defaulting Limited Partner on which it defaulted. The proceeds of the loan will be used to make the defaulted Capital Contribution. Such loan will bear interest at the Default Rate. All Distributable Cash to which the Defaulting Limited Partner would otherwise be entitled shall be used to pay the loan and interest thereon until paid in full, and the Defaulting Limited Partner shall not be entitled to receive any Distributable Cash until the loan is paid in full. Such loan is due and payable in full six months after its advance. Failure by the Defaulting Limited Partner to pay the loan and accrued interest in full by such date shall be deemed to be an Event of Default within the meaning of Section 4.3 and entitle the General Partner to exercise any or all of the remedies set forth in this Section 4.4.
