Common use of Non-recourse Obligations Clause in Contracts

Non-recourse Obligations. No recourse shall be had for the payment of the principal (or premium, if any) or the interest on the Loan or any other Obligation, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement in the Credit Agreement or any other Loan Document, against Indemnitor or any of its Affiliates (other than Borrower), or any of their respective assets or properties, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that Borrower’s obligations under the Credit Agreement and the other Loan Documents and all the Obligations are solely corporate obligations of Borrower, and that no personal liability whatsoever shall attach to, or be incurred by, Indemnitor or any of its Affiliates (other than Borrower), because of any of the obligations, covenants, promises or agreements contained in the Credit Agreement or any other Loan Document or to be implied herefrom or therefrom; and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Agreement; provided, however, that nothing herein contained shall be taken to prevent the institution of proceedings against any Person in connection with the realization of the benefit of the collateral security granted under the Loan Documents; and provided, further, that nothing in this Section 7(a) shall relieve or limit (i) Indemnitor’s obligations under this Agreement, (ii) Cxxxxx Operating’s obligations under the Operating Services Agreement or any Loan Document to which it is a party, or (iii) Cxxxxx Operating’s obligations under the Pledge Agreement, or limit or otherwise prejudice in any way the right of the Lender to proceed against Indemnitor or Cxxxxx Operating, as applicable, with respect to the enforcement of such obligations.

Non-recourse Obligations. No recourse shall be had for the payment of the principal (or premium, if any) or the interest on the Loan or any other Obligation, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement in the Credit Agreement or any other Loan Document, against Indemnitor or any of its Affiliates (other than Borrower), or any of their respective assets or properties, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being Except as expressly agreed and understood that Borrower’s obligations under the Credit Agreement and the other Loan Documents and all the Obligations are solely corporate obligations of Borrower, and that no personal liability whatsoever shall attach to, or be incurred by, Indemnitor or any of its Affiliates (other than Borrower), because of any of the obligations, covenants, promises or agreements contained in the Credit Agreement or any other Loan Document or to be implied herefrom or therefrom; and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Agreement; provided, however, that nothing herein contained shall be taken to prevent the institution of proceedings against any Person in connection with the realization of the benefit of the collateral security granted under the Loan Documents; and provided, further, that nothing provided in this Section 7(a) 7, notwithstanding any other provision in this Promissory Note, this Promissory Note is a non-recourse obligation of ARC and the Company and the Holder, as evidenced by its acceptance of delivery hereof, agrees that ARC and the Company shall relieve not, except to the extent herein stated, be or limit (i) Indemnitor’s obligations become personally liable for payment of any amounts due under this AgreementPromissory Note and, upon the occurrence of a default hereunder, the Holder shall look solely to the Membership Interest of ARC (iiand the Holder's rights and remedies with respect to such Membership Interest pursuant to Section 5 hereof) Cxxxxx Operating’s obligations for the satisfaction of all amounts due from ARC under this Promissory Note and solely to the Net Operating Services Agreement or any Loan Document to which it is a party, or Income (iiiLessee Cash Flow) Cxxxxx Operating’s obligations under the Pledge Agreement, or limit or otherwise prejudice in any way the right of the Lender to proceed against Indemnitor Company for the satisfaction of all amounts due from the Company under this Promissory Note. No property of ARC or Cxxxxx Operatingthe Company other than, as applicable, the Membership Interest or the Net Operating Income (Lessee Cash Flow) shall be subject to levy, execution or enforcement for the satisfaction of the Holder's rights and remedies under this Promissory Note, and the Holder will not make any claim or institute any action or proceeding against ARC or the Company with respect to such other property in connection with this Promissory Note. Notwithstanding the enforcement foregoing, the Holder may give such notices and take such other actions as may be necessary to foreclose on its security interest in the Membership Interest, and ARC and their respective properties shall be personally liable for any and all damages resulting from any fraud, breach of such obligationstrust, breach of warranty or misrepresentation committed by ARC in connection therewith.

Non-recourse Obligations. No recourse Notwithstanding anything in this Mortgage (other than as set forth in Section 36 hereof and except as provided in the Guaranty), the Note or the other Loan Documents, no personal liability shall be had for asserted by Lender or enforceable against (i) Borrower, (ii) any Affiliate of Borrower, (iii) any Person owning directly or indirectly, any legal or beneficial interest in Borrower or any Affiliate of Borrower, or (iv) any partner, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the payment "Exculpated Parties") by Lender in respect of the principal (or premiumObligations, if any) or this Mortgage, the interest on Note, the Loan or any other Obligation, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement in the Credit Agreement Property or any other Loan Document, against Indemnitor or any of its Affiliates (other than Borrower)the making, issuance or any of their respective assets or propertiestransfer thereof, whether by virtue of any constitutionall such liability, statute or rule of lawif any, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed waived by Lxxxxx and understood each successive holder of the Note and this Mortgage shall accept the Note and this Mortgage upon the express condition of this provision and limitation that Borrower’s obligations in the case of the occurrence and continuance of an Event of Default, Lxxxxx's remedies in its sole discretion shall be any or all of: foreclosure of the lien of this Mortgage in accordance with the terms and provisions set forth in this Mortgage; action against any other security at any time given to secure the payment of the Note and under the Credit Agreement and the other Loan Documents Documents; and all the Obligations are solely corporate obligations of Borrower, and that no personal liability whatsoever shall attach to, or be incurred by, Indemnitor or any of its Affiliates (other than Borrower), because exercise of any of the obligations, covenants, promises or agreements contained other remedy set forth in the Credit Agreement this Mortgage or any other Loan Document or to be implied herefrom or therefrom; and that any such personal liability which is hereby expressly waived and released as a condition of, and as part of not inconsistent with the consideration for, the execution terms of this Agreement; providedSection 31. The lien of any judgment against Borrower and any proceeding instituted on, however, that nothing herein contained shall be taken to prevent the institution of proceedings against any Person under or in connection with the realization Note or this Mortgage, or both, or any other Loan Document (other than the Guaranty) shall not extend to any property now or hereafter owned by such Borrower or any Exculpated Party other than the Net Operating Income from, and the ownership interest of such Borrower in, the Mortgaged Property and the other security for the payment of the benefit Note or this Mortgage, from and after the time of the collateral security granted under entry of such judgment. Notwithstanding anything to the contrary in this Mortgage or any of the Loan Documents; and provided, furtherLender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt secured by this Mortgage or to require that nothing all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents. Notwithstanding anything in this Mortgage to the contrary, there shall at no time be any limitation on Borrower's liability for the payment, in accordance with the terms of the Note and this Mortgage, to Lender of: (1) any loss or damage by reason of the fraudulent acts of Borrower, (2) condemnation proceeds or insurance proceeds which Borrower has received and to which Lender is entitled pursuant to the terms of this Mortgage or any of the Loan Documents to the extent the same have not been applied toward payment of sums due under the Note or under this Mortgage, or used for the repair or replacement of the Mortgaged Property pursuant to this Mortgage, or (3) all loss, damage and expense as incurred by Lender and arising from any fraud, or intentional misrepresentation of Borrower, or (4) any knowing misappropriation of Rents or security deposits by Borrower or any Affiliate of Borrower, or (5) any loss or damage occurring by reason of all or any part of the Mortgaged Property being encumbered by a voluntary Lien (other than this Mortgage) granted by Bxxxxxxx, or (6) after an Event of Default by Borrower hereunder, under the Note or under any other Loan Document, any Rents, issues, profits and/or income collected by Borrower and not applied to payment of the Obligations or used to pay normal and verifiable Operating Expenses of the Mortgaged Property, or (7) non-payment of Impositions and insurance premiums to the extent of cash flow from the Property, or (8) physical damage to the Mortgaged Property from waste committed or permitted by Borrower; or (9) loss or damage occurring by reason of the failure of Borrower to comply with any of the provisions of Section 7(a36, or (10) shall relieve the Estoppel and SNDA Indemnity Obligations, or limit (11) the amount of the MarchFirst Letter of Credit if (i) Indemnitor’s obligations under this Agreementthe MarchFirst Letter of Credit expires without a renewal or replacement thereof being provided to Lender pursuant to the provisions of Section 41(c)(ii), or (ii) Cxxxxx Operating’s obligations under Lender fails to draw on the Operating Services Agreement or MarchFirst Letter of Credit pursuant to the provisions of Section 41(c)(v), (12) reasonable attorney's fees incurred by Lender in connection with suit filed on account of any Loan Document to which it is a party, or (iii) Cxxxxx Operating’s obligations under the Pledge Agreement, or limit or otherwise prejudice in any way the right of the Lender to proceed against Indemnitor or Cxxxxx Operating, as applicable, with respect to the enforcement of such obligationsforegoing clauses (1) through (11).

Non-recourse Obligations. No recourse Maker’s payment obligations under this Note shall be had for the payment non-recourse to Holder and payable only out of the principal Pledged Collateral and the amounts paid hereunder and out of any collateral as may hereafter be given as security for this Note, and Holder shall have no claim, remedy or right to proceed (at law or premium, if anyin equity) or the interest on the Loan against Maker or any other Obligationof Maker’s affiliates, partners or assignees, for any part thereofsum or sums owing on account of the indebtedness evidenced hereby, or for any claim based thereon or otherwise in respect thereofother liability of any nature whatsoever, or of the indebtedness represented thereby, or upon from any obligation, covenant or agreement in the Credit Agreement or any other Loan Document, against Indemnitor or any of its Affiliates (source other than Borrower), or any of their respective assets or properties, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that Borrower’s obligations under the Credit Agreement and the other Loan Documents and all the Obligations are solely corporate obligations of Borrower, and that no personal liability whatsoever shall attach to, or be incurred by, Indemnitor or any of its Affiliates (other than Borrower), because of any of the obligations, covenants, promises or agreements contained in the Credit Agreement or any other Loan Document or to be implied herefrom or therefrom; and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this AgreementPledged Collateral; provided, however, that nothing herein contained shall be taken to prevent the institution of proceedings against any Person in connection with the realization of the benefit of the collateral security granted under the Loan Documents; and provided, further, that nothing in this Section 7(a) 16 shall relieve be deemed to release or limit (i) Indemnitorimpair the indebtedness evidenced by this Note, Holder’s obligations security interest in the Pledged Collateral or to preclude Holder from resorting to the Pledged Collateral in case of any default hereunder or from enforcing any of its rights under this Agreement, (ii) Cxxxxx Operating’s obligations Note or in respect of the Pledged Collateral. All rights and remedies of Holder under the Operating Services Agreement this Note and any other documents entered into in connection herewith or any Loan Document applicable statute or rule of law shall be cumulative and are not exclusive of any rights or remedies otherwise available to which it is Holder. Holder may exercise its rights and remedies successively or concurrently, and no single or partial exercise by Holder of any right hereunder or under any agreement or guaranty given as security for this Note or pertaining hereto, and no delay or omission on the part of Holder in exercising any right shall operate as a party, waiver thereof or (iii) Cxxxxx Operating’s obligations under the Pledge Agreement, of any other right and shall not preclude any other or limit or otherwise prejudice in any way the right of the Lender to proceed against Indemnitor or Cxxxxx Operating, as applicable, with respect to the enforcement further exercise of such obligationsrights or any other rights.

Non-recourse Obligations. No recourse shall be had for the payment of the principal (Anything contained in this Mortgage or premium, if any) or the interest on the Loan or any other Obligation, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement in the Credit Agreement or any other Loan Document, against Indemnitor or any of its Affiliates (other than Borrower), or any of their respective assets or properties, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that Borrower’s obligations under the Credit Agreement and the other Loan Documents to the contrary notwithstanding (except as provided below), Mortgagee's recourse for the satisfaction of the Indebtedness and for the payment and performance of all of the Obligations are of the Mortgagor under this Mortgage, the Mortgage Notes or the other Loan Documents shall be limited solely corporate obligations of Borrowerto the Mortgagor's interest in the Mortgaged Property, and that no personal liability whatsoever shall attach tonone of (i) Mortgagor or any Affiliate thereof, (ii) any Direct Beneficial Owner or any Affiliate thereof, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Mortgagor or any Direct Beneficial Owner or any Affiliate thereof, or be incurred by(iv) any partner, Indemnitor principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent, Affiliate or any of its Affiliates (other than Borrower), because director of any Person described in clauses (i) through (iii) above shall be personally liable for the performance of any Obligation or the obligationspayment of any Indebtedness, covenants, promises or agreements contained in the Credit Agreement or any other Loan Document or to be implied herefrom or therefrom; and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Agreement; provided, however, that nothing herein contained shall be taken to prevent the institution of proceedings against any Person in connection with foregoing limitation on the realization personal liability of the benefit of the collateral security granted under the Loan Documents; and provided, further, that nothing Persons described in this Section 7(a) shall relieve or limit clauses (i) Indemnitor’s obligations under through (iv) above shall not impair the validity of the Lien of this AgreementMortgage, (ii) Cxxxxx Operating’s obligations under the Operating Services Agreement or any other Loan Document to which it is a partyDocuments, or (iii) Cxxxxx Operating’s obligations under the Pledge Agreement, or limit or otherwise prejudice in any way the right of the Lender Mortgagee to proceed against Indemnitor foreclose and/or enforce any of its rights or Cxxxxx Operating, as applicable, with respect remedies in and to the enforcement Mortgaged Property upon the occurrence of such obligationsan Event of Default as provided in this Mortgage or the other Loan Documents. Nothing herein shall be deemed to be a waiver of any right which Mortgagee may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Reform Act of 1978 or any successor thereto or similar provisions under applicable state law to file a claim for the full amount of the Indebtedness owing to Mortgagee by Mortgagor or to require that all the Mortgaged Property shall continue to secure all of the Indebtedness owing to Mortgagee in accordance with this Mortgage, the Mortgage Notes and the other Loan Documents.

Non-recourse Obligations. No recourse shall be had for (a) The Administrative Agent and the payment Lender acknowledge and understand that in respect of the principal Obligations of the Borrower (including indemnification Obligations), such Persons shall have recourse only to the assets of the Borrower and that they shall have no recourse to the assets of any incorporator, director, officer, employee, agent, stockholder, manager or premiummember of any Preferred Stockholder, if any) or the interest on the Loan or any other ObligationCommon Stockholder, or any part thereofpast, present or for any claim based thereon future manager or otherwise in respect thereof, or member of the indebtedness represented therebyBorrower, any past, present or upon future stockholder, manager, member or partner of any obligation, covenant or agreement in the Credit Agreement or any other Loan Document, against Indemnitor or any of its Affiliates (other than Borrower), such member or any of their respective assets past, present or propertiesfuture incorporators, directors, officers, employees, agents, stockholders, managers, members or partners (including, without limitation, the Investment Manager or any of their respective Affiliates (other than the Borrower)), and in no event shall any such Person be held liable, personally or otherwise, with respect to the indebtedness evidenced by the Note, the Loans or for any other obligations under this Agreement, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Administrative Agent and the Lender. (b) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fee or any other obligations) of the Administrative Agent or the Lender as contained in this Agreement or any other agreement, instrument or document entered into by Administrative Agent or the Lender pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent or the Lender or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent or the Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that Borrower’s obligations under the Credit agreements of each party hereto contained in this Agreement and all of the other Loan Documents agreements, instruments and all documents entered into by the Obligations are Administrative Agent or the Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of Borrowersuch party (and nothing in this Section 9.15 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to, to or be incurred by, Indemnitor by any administrator of the Administrative Agent or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of its Affiliates (the Administrative Agent or the Lender or of any such administrator, as such, or any other than Borrower)of them, because under or by reason of any of the obligations, covenants, promises covenants or agreements of the Administrative Agent or the Lender contained in the Credit this Agreement or in any other Loan Document such instruments, documents or to be agreements, or are implied herefrom or therefrom; , and that any such and all personal liability of every such administrator of the Administrative Agent or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent or the Lender or of any such administrator, or any of them, for breaches by the Administrative Agent or the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived and released as a condition of, of and as part of the in consideration for, for the execution of this Agreement; provided, however, that nothing herein contained shall be taken to prevent the institution of proceedings against any Person in connection with the realization of the benefit of the collateral security granted under the Loan Documents; and provided, further, that nothing . (c) Notwithstanding anything in this Section 7(a) shall relieve Agreement to the contrary, no claim may be made by any party hereto against the Borrower, the Administrative Agent, the Lender or limit (i) Indemnitor’s obligations under any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, (ii) Cxxxxx Operating’s obligations under the Operating Services Agreement or any Loan Document act, omission or event occurring in connection therewith; and such party hereto each hereby waives, releases, and agrees not to which it is a partyxxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (iiid) Cxxxxx Operating’s obligations No obligation or liability to any Obligor under the Pledge Agreement, or limit or otherwise prejudice in any way the right of the Fund Investments is intended to be assumed by the Administrative Agent, the Lender to proceed against Indemnitor or Cxxxxx Operating, any Secured Party under or as applicable, with respect to a result of this Agreement and the enforcement transactions contemplated hereby. (e) The provisions of such obligationsthis Section 9.15 shall survive the termination of this Agreement. Section 9.16.

Non-recourse Obligations. No recourse Notwithstanding anything in this Mortgage (whether or not a specific reference to this Section 33 is made) the Notes or the other Loan Documents, no personal liability shall be had for asserted or enforceable 86 against, and Beneficiary (and its successors and assigns) shall not have any recourse to any assets of, (i) Grantor, (ii) any Affiliate of Grantor, (iii) any Person owning directly or indirectly, any legal or beneficial interest in Grantor or any Affiliate of Grantor, or (iv) any partner, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent, Affiliate or director of any Persons described in clauses (i) through (iii) above and their successors and assigns (Persons described in clauses (i) through (iv) collectively, the payment "Exculpated Parties") by Beneficiary or Trustee in respect of the principal (or premiumObligations, if any) or this Mortgage, the interest on the Loan or any other Obligation, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement in the Credit Agreement Notes or any other Loan Document, against Indemnitor or any of its Affiliates (other than Borrower)the making, issuance or any of their respective assets or propertiestransfer thereof, whether all such liability, if any, being expressly waived by virtue Beneficiary, Trustee, and each successive holder of any constitutionNotes and this Mortgage shall accept the Notes and this Mortgage upon the express condition of this provision and limitation that in the case of the occurrence and continuance of an Event of Default, statute Beneficiary's remedies in its sole discretion shall be any or rule all of law, the following; provided that there shall be no personal or by deficiency money judgment sought or entered against any Exculpated Party and such remedies shall be limited to the enforcement following rights against the Trust Estate: (i) Foreclosure of the lien of this Mortgage in accordance with the terms and provisions set forth in this Mortgage; (ii) Action against any assessment or penalty or otherwise; it being expressly agreed other security at any time given to secure the payment of the Notes and understood that Borrower’s obligations under the Credit Agreement and the other Loan Documents Documents; and all the Obligations are solely corporate obligations of Borrower, and that no personal liability whatsoever shall attach to, or be incurred by, Indemnitor or any of its Affiliates (other than Borrower), because iii) Exercise of any of the obligations, covenants, promises or agreements contained other remedy set forth in the Credit Agreement this Mortgage or any other Loan Document Document. The lien of any judgment against Grantor and any proceeding instituted on, under or to be implied herefrom or therefrom; and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Agreement; provided, however, that nothing herein contained shall be taken to prevent the institution of proceedings against any Person in connection with the realization Notes or this Mortgage, or both, shall not extend to any property now or hereafter owned by Grantor or any Exculpated Party other than the Net Operating Income from, and the ownership interest of Grantor in, the Trust Estate and the other security given to Beneficiary for the payment of the benefit Notes or this Mortgage. Notwithstanding anything in this Mortgage to the contrary, there shall at no time be any limitation on Grantor's (but this provision shall not apply to any Other Exculpated Parties directly or derivatively) liability for the payment to Beneficiary of: (1) condemnation proceeds or insurance proceeds which Grantor has received and to which Beneficiary is entitled pursuant to the terms of this 87 Mortgage or any of the collateral security granted Loan Documents to the extent the same have not been applied toward payment of sums due under the Loan Documents; and provided, further, that nothing in this Section 7(a) shall relieve Notes or limit (i) Indemnitor’s obligations under this AgreementMortgage, (ii) Cxxxxx Operating’s obligations under or used for the Operating Services Agreement repair or any Loan Document replacement of the Trust Estate pursuant to which it is a partythis Mortgage, or (iii2) Cxxxxx Operating’s obligations under the Pledge Agreementall loss, damage and expense as incurred by Beneficiary and arising from any fraud, or limit intentional misrepresentation of Grantor, (3) any misappropriation of Rents or otherwise prejudice security deposits by Grantor or any Affiliate of Grantor or (4) the indemnification set forth in any way the right of the Lender to proceed against Indemnitor or Cxxxxx Operating, as applicable, with respect to the enforcement of such obligationsSection 40(c) hereof. 34.

Non-recourse Obligations. No recourse Except as may be otherwise specifically provided in the Retirement Agreement and General Release dated as of even date herewith between the Pledgee and the Pledgor (as it may be amended from time to time) or in the following provisions of this Section 4, the liability of the Pledgor hereunder and under the Note with respect to the Obligations shall be had limited to the Pledged Collateral, the Pledgee's recourse against the Pledgor with respect to the Obligations shall be limited to the Pledged Collateral available under this Pledge Agreement and the Pledgor shall have no personal liability with respect to the Obligations. The Pledgor shall have no personal liability for his Obligations except (A) for any damages, costs or other expense suffered by the Pledgee as a result of (i) the lack of authenticity or genuineness of any of the Pledged Collateral delivered to Pledgee hereunder or (ii) the failure of the Pledgor to deliver the stock certificates or appropriate instruments of assignment for the Pledged Collateral or (iii) the Pledgor's failure to comply with Section 11 or (iv) any breach by Pledgor of the representations and warranties contained in Section 3, or (B) for the payment of expenses under Section 16 arising from any litigation in which the principal Pledgee is the prevailing party or (C) in the event that the Note or premium, if any) any portion of the indebtedness evidenced thereby or the interest on pledge of all or any part of the Loan Pledged Collateral hereunder is rescinded, invalidated, declared to be fraudulent or preferential, set aside, voided or otherwise required to be returned to Pledgor, his estate, trustee, receiver or any other Obligation, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement in the Credit Agreement or any other Loan Document, against Indemnitor or any of its Affiliates (other than Borrower), or any of their respective assets or propertiesperson, whether by virtue as a result of any constitution, statute proceedings in bankruptcy or rule of law, or by the enforcement of any assessment or penalty reorganization or otherwise; it being expressly agreed and understood provided that Borrower’s obligations under the Credit Agreement and Pledgee shall have recourse against the other Loan Documents and all Pledged Collateral for any amounts which would be owing to the Obligations are solely corporate obligations of Borrower, and that no personal liability whatsoever shall attach to, or be incurred by, Indemnitor or any of its Affiliates (other than Borrower), because of any Pledgee from the Pledgor absent the operation of the obligations, covenants, promises or agreements contained in the Credit Agreement or any other Loan Document or to be implied herefrom or therefrom; and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution foregoing provisions of this Agreement; provided, however, that nothing herein contained shall be taken to prevent the institution of proceedings against any Person in connection with the realization of the benefit of the collateral security granted under the Loan Documents; and provided, further, that nothing in this Section 7(a) shall relieve or limit (i) Indemnitor’s obligations under this Agreement, (ii) Cxxxxx Operating’s obligations under the Operating Services Agreement or any Loan Document to which it is a party, or (iii) Cxxxxx Operating’s obligations under the Pledge Agreement, or limit or otherwise prejudice in any way the right of the Lender to proceed against Indemnitor or Cxxxxx Operating, as applicable, with respect to the enforcement of such obligations4.