Appendix L Form of Nonrecourse Carveout Guarantee

• Author: Gregory M Stein - Michael D Goodwin - Morton P Fisher Jr
• Pages: 576-590

576 Appendices

Appendix L

Form of Nonrecourse Carveout Guarantee

Note: Remember that legal requirements vary from state to state and

that this document will probably need to be modified to comply with the

requirements of any particular jurisdiction.

NONRECOURSE CARVEOUT GUARANTEE

This NONRECOURSE CARVEOUT GUARANTEE (this “Guar-

antee”) is executed as of , 20 , by

(whether one or more collectively referred to

as “Guarantor”), for the benefit of (“Lender”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Promissory Note, dated

of even date herewith, executed by , a

(“Borrower”), and payable to the order of Lender

in the original principal amount of and No/100 Dollars

($ ) (together with all renewals, modifications, increases, and

extensions thereof, the “Note”), Borrower has become indebted, and may

from time to time be further indebted, to Lender with respect to a loan (the

“Loan”) that is made pursuant to that certain Loan Agreement, dated as

of even date herewith, between Borrower and Lender (as the same may be

amended, restated, replaced, supplemented, or otherwise modified from

time to time, the “Loan Agreement”);

WHEREAS, Lender is not willing to make the Loan, or otherwise extend

credit, to Borrower unless Guarantor unconditionally guarantees pay-

ment and performance to Lender of the Guaranteed Obligations (as herein

defined); and

WHEREAS, Guarantor is the owner of a direct or indirect interest in

Borrower, and Guarantor will directly benefit from Lender’s making the

Loan to Borrower.

NOW, THEREFORE, as an inducement to Lender to make the Loan to

Borrower and to extend such additional credit as Lender may from time

to time agree to extend under the Loan Documents, and for other good

and valuable consideration, the receipt and legal sufficiency of which are

hereby acknowledged, the parties do hereby agree as follows:

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