Common use of Exculpated Parties Clause in Contracts

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating Lessee, (ii) any Affiliate of Borrower or Operating Lessee including any managing member, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member or any Affiliate of Borrower, Operating Lessee or managing member, or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the NoteNotes, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note Notes and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, 18.1 and the Recourse Guaranty and the Environmental IndemnityGuaranty, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the ObligationsObligations (First Mezzanine), this Agreement, the Security InstrumentPledge, the NoteMezzanine Notes, the Property Collateral or any other Mezzanine Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Note Mezzanine Notes and the other ObligationsObligations (First Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Mezzanine Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Mezzanine Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental IndemnityGuaranty).

Exculpated Parties. The Loan (as it may be severed, resized, bifurcated or otherwise modified) and the Obligations shall be fully recourse to the Borrower and the Operating Lessee. Except as set forth in this Section 18.1, the Recourse Guaranty Guaranty, and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender Administrative Agent or any of the Lenders or enforceable against (i) Borrower or Operating Lesseeany Affiliate of Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing member, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, or (iviii) any current or former direct or indirect partner, memberincluding, without limitation, member (including Guarantor), principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iiiii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the NoteNotes, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by LenderAdministrative Agent and the Lenders. The foregoing limitation shall not in any way limit or affect LenderAdministrative Agent’s and Lenders’ right to any of the following and neither Administrative Agent nor any Lender shall not be deemed to have waived any of the following: (aA) Foreclosure foreclosure of the lien of this Agreement and the Security Instrument and the other Loan Documents in accordance with the terms and provisions set forth herein and in the Security Instrumentother Loan Documents; (bB) Action action against any other security at any time given to secure the payment of the Note Notes and the other Obligations; (cC) Exercise exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (dD) Any any right which Lender Administrative Agent may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and Agreement, the Security Instrument and the other Loan Documents or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender Lenders in accordance with the Loan Documents; or (eE) The the liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.119.1, the Recourse Guaranty (Mezzanine) and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, deficiency judgment or otherwise) in respect of the ObligationsObligations (Third Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Mezzanine Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Third Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Mezzanine Loan Document which is not inconsistent with the terms of this Section 18.119.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Mezzanine Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty (Mezzanine) and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, 18.1 and the Recourse Guaranty and the Environmental IndemnityGuaranty, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the ObligationsObligations (Second Mezzanine), this Agreement, the Security InstrumentPledge, the NoteMezzanine Notes, the Property Collateral or any other Mezzanine Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Note Mezzanine Notes and the other ObligationsObligations (Second Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Mezzanine Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Mezzanine Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental IndemnityGuaranty).

Exculpated Parties. Except as set forth in this Section 18.119.1, the Recourse Guaranty (Mezzanine) and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, deficiency judgment or otherwise) in respect of the ObligationsObligations (First Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Mezzanine Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (First Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Mezzanine Loan Document which is not inconsistent with the terms of this Section 18.119.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Mezzanine Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty (Mezzanine) and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, 18.1 and the Recourse Guaranty and the Environmental IndemnityGuaranty, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security InstrumentInstruments, the NoteNotes, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Instruments in accordance with the terms and provisions set forth herein and in the Security InstrumentInstruments; (b) Action against any other security at any time given to secure the payment of the Note Notes and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Instruments or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental IndemnityGuaranty).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and and/or the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security InstrumentPledge, the Note, the Property Collateral or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, 18.1 (as to Borrower) or the Recourse Guaranty and the Environmental Indemnity(as to Guarantor), no personal liability shall be asserted, sought or obtained by Lender or enforceable enforced against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “"Exculpated Parties”") and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s 's right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and Guaranty); it being agreed that as of the Environmental Indemnity)Closing Date there are no such separate guaranties or agreements other than the Recourse Guaranty.

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty (Mezzanine) and the Environmental IndemnityIndemnity (Mezzanine), no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower Mezzanine Borrower, Prime Lessee or Operating Lessee, (ii) any Affiliate of Borrower Mezzanine Borrower, Prime Lessee, or Operating Lessee including any managing member, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Mezzanine Borrower, Prime Lessee, Operating Lessee or managing member or any Affiliate of Mezzanine Borrower, Prime Lessee, Operating Lessee or managing managed member, or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the ObligationsObligations (Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document (Mezzanine) which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (Mezzanine); or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.119.1, the Recourse Guaranty (Mezzanine) and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, deficiency judgment or otherwise) in respect of the ObligationsObligations (Fourth Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Mezzanine Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Fourth Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Mezzanine Loan Document which is not inconsistent with the terms of this Section 18.119.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Mezzanine Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty (Mezzanine) and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower Borrower, Prime Lessee or Operating Lessee, (ii) any Affiliate of Borrower Borrower, Prime Lessee or Operating Lessee including any managing member, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Prime Lessee, Operating Lessee or managing member or any Affiliate of Borrower, Prime Lessee, Operating Lessee or managing member, or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.119.1, the Recourse Guaranty (Mezzanine) and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, deficiency judgment or otherwise) in respect of the ObligationsObligations (Second Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Mezzanine Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Second Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Mezzanine Loan Document which is not inconsistent with the terms of this Section 18.119.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Mezzanine Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty (Mezzanine) and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, 18.1 and the Recourse Guaranty and the Environmental IndemnityGuaranty, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the ObligationsObligations (Fourth Mezzanine), this Agreement, the Security InstrumentPledge, Mezzco V Pledge, the NoteMezzanine Notes, the Property Collateral or any other Mezzanine Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement Agreement, the Pledge, and the Security Instrument Mezzco V Pledge in accordance with the terms and provisions set forth herein herein, in the Pledge and in the Security InstrumentMezzco V Pledge; (b) Action against any other security at any time given to secure the payment of the Note Mezzanine Notes and the other ObligationsObligations (Fourth Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Mezzanine Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement Agreement, the Pledge and the Security Instrument Mezzco V Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Mezzanine Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental IndemnityGuaranty).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Mezzanine Borrower or Operating Lessee (including any managing memberAffiliate Tenant), (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”EXCULPATED PARTIES) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the ObligationsObligations (Third Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (Third Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly 103 waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s 's right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Third Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document (Third Mezzanine) which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (Third Mezzanine); or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee (including any managing memberBorrower Subsidiaries and Affiliate Tenant), (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”EXCULPATED PARTIES) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s 's right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, manager, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”EXCULPATED PARTIES) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, deficiency judgment or otherwise) in respect of the ObligationsObligations (Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by LenderMezzanine Lender and each successive holder of the Mezzanine Note and any other Loan Documents (Mezzanine). The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s 's right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and under the other ObligationsLoan Documents (Mezzanine); (c) Exercise of any other remedy set forth in this the Agreement or in any other Loan Document which (Mezzanine)which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (Mezzanine); orand (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the ObligationsObligations (Senior Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (Senior Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s 's right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Senior Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document (Senior Mezzanine) which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (Senior Mezzanine); or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Mezzanine Borrower or Operating Lessee (including any managing memberAffiliate Tenant), (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”EXCULPATED 103 PARTIES) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the ObligationsObligations (Fourth Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (Fourth Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s 's right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Fourth Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document (Fourth Mezzanine) which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (Fourth Mezzanine); or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.118.1.1, the Recourse Guaranty Guaranty, the Environmental Indemnity and the Environmental IndemnitySubsidiaries Guaranty, no personal liability shall be asserted, sought or obtained by Lender Lenders or the Administrative Agent or enforceable against (i) Borrower or Operating LesseeGuarantor, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberwhich is not a Credit Party, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Guarantor or any Affiliate of Borrower, Operating Lessee or managing member, Guarantor which is not a Credit Party or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above which is not a Credit Party or Guarantor (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment suit or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property Notes or any other Loan Credit Document, or the making, issuance or transfer thereofof the Loans, all such liability, if any, being expressly waived by LenderLenders. The foregoing limitation shall not in any way limit or affect Lender’s (i) full liability of, and recourse to, the Credit Parties for all of the Obligations (including, without limitation, those described in Section 18.1.2) and/or (ii) the right of Lenders and/or Administrative Agent to do any of the following and Lender Lenders and the Administrative Agent shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (c) Exercise exercise of any other remedy set forth in this Agreement or in any other Loan Credit Document which is not inconsistent with the terms of this Section 18.118.1.1; (db) Any exercise any right which Lender Lenders may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Obligations or to require that all collateral shall continue to secure all of the Indebtedness obligations owing to Lender the Administrative Agent and Lenders in accordance with the Loan Credit Documents; or (ec) The the liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan Loans (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty 18.1 and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”EXCULPATED PARTIES) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s 's right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty limitation and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Section 14.5,the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”EXCULPATED PARTIES) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by LenderLender and each successive holder of the Note and any other Loan Documents. The foregoing limitation shall not in any way limit or affect Lender’s 's right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and under the other ObligationsLoan Documents; (c) Exercise of any other remedy set forth in this the Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or; (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no No personal liability shall be asserted, sought or obtained by Lender or enforceable against (ia) Borrower or Operating Lessee(except as set forth in this Section 18.1), (iib) Maryland Owner, (c) Guarantor (except as set forth in the Guaranty and sub-paragraph (5) below), (d) Manager, (e) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iiif) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee Maryland Owner, Guarantor or managing member Manager and/or Maryland Owner, Guarantor, Manager or any Affiliate of Borrower, Operating Lessee Borrower or managing memberMaryland Owner, or Manager or (ivg) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses paragraphs (ia) through (iiig) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property Properties or any other Loan DocumentDocument or otherwise in connection with the Loan, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s right to any of the following and Lender shall not be deemed to have waived any of the following: (a1) Foreclosure Any right of Lender to foreclose the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b2) Action Any right of Lender to take any other action against any other security at any time given to secure the payment of the Note and the other Obligations; (c3) Exercise Any right of Lender to exercise any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d4) Any right which Lender may have under Sections Section 506(a), Section 506(b), Section 1111(b) or any other provisions of the Bankruptcy Code to file a claim against Borrower for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e5) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental IndemnityGuaranty).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (ia) Borrower Borrower, Parent or Operating LesseeGuarantor, (iib) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iiic) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (ivd) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (ia) through (iiid) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s right to any of the following and Lender shall not be deemed to have waived any of the following: (ai) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (bii) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (ciii) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (div) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (ev) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Mezzanine Borrower or Operating Lessee (including any managing memberAffiliate Tenant), (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”EXCULPATED PARTIES) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the ObligationsObligations (First Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (First Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s 's right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (First Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document (First Mezzanine) which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (First Mezzanine); or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, 18.1 and the Recourse Guaranty and the Environmental IndemnityGuaranty, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the ObligationsObligations (Third Mezzanine), this Agreement, the Security InstrumentPledge, the NoteMezzanine Notes, the Property Collateral or any other Mezzanine Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge, in accordance with the terms and provisions set forth herein herein, and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Note Mezzanine Notes and the other ObligationsObligations (Third Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Mezzanine Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and Agreement, the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Mezzanine Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental IndemnityGuaranty).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty Article IX and the Environmental IndemnityArticle XI hereof, no personal liability shall be asserted, sought or obtained by Administrative Agent or any Lender or enforceable against (i) Borrower or Operating Lesseeany Affiliate of Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing member, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iviii) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through and (iiiii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security InstrumentCollateral Documents, the Note, the Mortgaged Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by LenderAdministrative Agent and the Lenders. The foregoing limitation shall not in any way limit or affect Administrative Agent’s or any Lender’s right to any of the following and neither Administrative Agent nor any Lender shall not be deemed to have waived any of the following: (a) Full recourse against Borrower; (b) Foreclosure or enforcement of the lien Lien of this Agreement Agreement, the Security Instruments and the Security Instrument other Collateral Documents in accordance with the terms and provisions set forth herein and herein, in the Security InstrumentInstruments and the other Collateral Documents; (bc) Action against any other security at any time given to secure the payment of the Note Notes and the other Obligations; (cd) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1Article IX; (de) Any right which Lender Administrative Agent or the Lenders may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness Obligations secured by this Agreement and the Security Instrument Collateral Documents or to require that all collateral Collateral shall continue to secure all of the Indebtedness Obligations owing to Lender Lenders in accordance with the Loan Documents; or (ef) The liability of any given Exculpated Party with respect to any separate written guaranty guaranty, instrument or agreement given by any such Exculpated Party in connection with the Loan (Loans, including, without limitation, the Payment Guaranty, the Recourse Guaranty Guaranty, the Security Instruments, the Security Agreement, the Control Agreements and the Environmental Indemnity)Pledge Agreement.

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Mezzanine Borrower or Operating Lessee (including any managing memberAffiliate Tenant), (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”EXCULPATED PARTIES) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the ObligationsObligations (Second Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (Second Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s 's right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Second Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document (Second Mezzanine) which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (Second Mezzanine); or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.113.1, the Recourse Guaranty (Mezzanine) and the Environmental IndemnityIndemnity (Mezzanine), no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (ia) Borrower or Operating LesseeMezzanine Borrower, (iib) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iiic) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Mezzanine Borrower, Operating Lessee or managing member, or (ivd) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (ia) through (iiic) above (collectively, the “Exculpated Parties”) ), and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, deficiency judgment or otherwise) in respect of the ObligationsObligations (Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document (Mezzanine) which is not inconsistent with the terms of this Section 18.113.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral Collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (Mezzanine); or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty (Mezzanine) and the Environmental IndemnityIndemnity (Mezzanine)).

Exculpated Parties. The Loan (as it may be severed, resized, bifurcated or otherwise modified) and the Obligations shall be fully recourse to Borrower and Operating Lessee. Except as set forth in this Section 18.1, the Recourse Guaranty Guaranty, and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender Administrative Agent or any of the Lenders or enforceable against (i) Borrower or Operating Lesseeany Affiliate of Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing member, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, or (iviii) any current or former direct or indirect partner, memberincluding, without limitation, member (including Guarantor), principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the NoteNotes, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by LenderAdministrative Agent and the Lenders. The foregoing limitation shall not in any way limit or affect LenderAdministrative Agent’s and Lenders’ right to any of the following and neither Administrative Agent nor any Lender shall not be deemed to have waived any of the following: (aA) Foreclosure foreclosure of the lien of this Agreement and the Security Instrument and the other Loan Documents in accordance with the terms and provisions set forth herein and in the Security Instrumentother Loan Documents; (bB) Action action against any other security at any time given to secure the payment of the Note Notes and the other Obligations; (cC) Exercise exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (dD) Any any right which Lender Administrative Agent may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and Agreement, the Security Instrument and the other Loan Documents or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender Lenders in accordance with the Loan Documents; or (eE) The the liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the ObligationsObligations (Junior Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (Junior Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s 's right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Junior Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document (Junior Mezzanine) which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (Junior Mezzanine); or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, 18.1 and the Recourse Guaranty and the Environmental IndemnityGuaranty, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the ObligationsObligations (Third Mezzanine), this Agreement, the Security InstrumentPledge, Mezzco IV Pledge, the NoteMezzanine Notes, the Property Collateral or any other Mezzanine Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement Agreement, the Pledge, and the Security Instrument Mezzco IV Pledge in accordance with the terms and provisions set forth herein herein, in the Pledge and in the Security InstrumentMezzco IV Pledge; (b) Action against any other security at any time given to secure the payment of the Note Mezzanine Notes and the other ObligationsObligations (Third Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Mezzanine Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement Agreement, the Pledge and the Security Instrument Mezzco IV Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Mezzanine Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental IndemnityGuaranty).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the ObligationsObligations (Intermediate Mezzanine), this Agreement, the Security InstrumentPledge, the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (Intermediate Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Mezzanine Lender. The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s 's right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge; (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and the other ObligationsObligations (Intermediate Mezzanine); (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document (Intermediate Mezzanine) which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (Intermediate Mezzanine); or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. The Loan (as it may be severed, resized, bifurcated or otherwise modified) and the Obligations shall be fully recourse to Borrower. Except as set forth in this Section 18.1, the Recourse Guaranty Guaranty, and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender Administrative Agent or any of Lenders or enforceable against (i) Borrower or Operating Lesseeany Affiliate of Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing member, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iviii) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through and (iiiii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the NoteNotes, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by LenderAdministrative Agent and Lenders. The foregoing limitation shall not in any way limit or affect LenderAdministrative Agent’s and Lenders’ right to any of the following and neither Administrative Agent nor any Lender shall not be deemed to have waived any of the following: (aA) Foreclosure foreclosure of the lien of this Agreement and the Security Instrument and the other Loan Documents in accordance with the terms and provisions set forth herein and in the Security Instrumentother Loan Documents; (bB) Action action against any other security at any time given to secure the payment of the Note Notes and the other Obligations; (cC) Exercise exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (dD) Any any right which Lender Administrative Agent may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and Agreement, the Security Instrument and the other Loan Documents or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender Lenders in accordance with the Loan Documents; or (eE) The the liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnityindemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and and/or the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Mezzanine Lender or enforceable against (i) Borrower or Operating LesseeMezzanine Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberMezzanine Borrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Mezzanine Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Mezzanine Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, manager, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”EXCULPATED PARTIES) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, deficiency judgment or otherwise) in respect of the ObligationsObligations (Mezzanine), this Agreement, the Security InstrumentPledge (Junior Tier Mezzanine), the Mezzanine Note, the Property Collateral or any other Loan DocumentDocument (Junior Tier Mezzanine), or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by LenderMezzanine Lender and each successive holder of the Mezzanine Note and any other Loan Documents (Junior Tier Mezzanine). The foregoing limitation shall not in any way limit or affect Mezzanine Lender’s 's right to any of the following and Mezzanine Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument Pledge (Junior Tier Mezzanine) in accordance with the terms and provisions set forth herein and in the Security InstrumentPledge (Junior Tier Mezzanine); (b) Action against any other security at any time given to secure the payment of the Mezzanine Note and under the other ObligationsLoan Documents (Junior Tier Mezzanine); (c) Exercise of any other remedy set forth in this the Agreement or in any other Loan Document which (Junior Tier Mezzanine)which is not inconsistent with the terms of this Section 18.1; (d) Any right which Mezzanine Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument Pledge (Junior Tier Mezzanine) or to require that all collateral shall continue to secure all of the Indebtedness owing to Mezzanine Lender in accordance with the Loan DocumentsDocuments (Junior Tier Mezzanine); orand (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. The foregoing limitation shall not in any way limit or affect Lender’s 's right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and the other Obligations; (c) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, Section 18.2, the Recourse Guaranty and the Environmental Indemnity, no personal liability shall be asserted, sought or obtained by Lender or enforceable against (i) Borrower or Operating LesseeBorrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing memberBorrower, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iv) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, suit deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security Instrument, the Note, the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by LenderLender and each successive holder of the Note and any other Loan Documents. The foregoing limitation shall not in any way limit or affect Lender’s right to any of the following and Lender shall not be deemed to have waived any of the following: (a) Foreclosure of the lien of this Agreement and the Security Instrument in accordance with the terms and provisions set forth herein and in the Security Instrument; (b) Action against any other security at any time given to secure the payment of the Note and under the other ObligationsLoan Documents; (c) Exercise of any other remedy set forth in this the Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1; (d) Any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness secured by this Agreement and the Security Instrument or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents; or; (e) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan (including, without limitation, the Recourse Guaranty and the Environmental Indemnity).

Exculpated Parties. Except as set forth in this Section 18.1, the Recourse Guaranty Article IX and the Environmental IndemnityGuaranty, no personal liability shall be asserted, sought or obtained by Administrative Agent or any Lender or enforceable against (i) Borrower or Operating Lesseeany Affiliate of Borrower, (ii) any Affiliate of Borrower or Operating Lessee including any managing member, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower, Operating Lessee or managing member Borrower or any Affiliate of Borrower, Operating Lessee or managing member, Borrower or (iviii) any current or former direct or indirect partner, member, principal, officer, Controlling Person, beneficiary, trustee, advisor, shareholder, employee, agent, manager, Affiliate or director of any Persons described in clauses (i) through and (iiiii) above (collectively, the “Exculpated Parties”) and none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, deficiency judgment or otherwise) in respect of the Obligations, this Agreement, the Security InstrumentInstruments, the NoteNotes, the Mortgaged Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by LenderAdministrative Agent and the Lenders. The foregoing limitation shall not in any way limit or affect Administrative Agent’s or any Lender’s right to any of the following and neither Administrative Agent nor any Lender shall not be deemed to have waived any of the following: (a) Full recourse against Borrower; (b) Foreclosure of the lien of this Agreement and the Security Instrument Instruments in accordance with the terms and provisions set forth herein and in the Security InstrumentInstruments; (bc) Action against any other security at any time given to secure the payment of the Note Notes and the other Obligations; (cd) Exercise of any other remedy set forth in this Agreement or in any other Loan Document which is not inconsistent with the terms of this Section 18.1Article IX; (de) Any right which Lender Administrative Agent or the Lenders may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness Obligations secured by this Agreement and the Security Instrument Instruments or to require that all collateral shall continue to secure all of the Indebtedness Obligations owing to Lender Lenders in accordance with the Loan Documents; or (ef) The liability of any given Exculpated Party with respect to any separate written guaranty or agreement given by any such Exculpated Party in connection with the Loan Loans (including, without limitation, the Recourse Guaranty and the Environmental IndemnityGuaranty).