IN
CONNECTION WITH SITE VISITS TO THE PROPERTY.
SECTION 8.24.
NON-RECOURSE.
ANYTHING CONTAINED HEREIN, IN THE NOTE OR
IN ANY OTHER LOAN DOCUMENT TO THE CONTRARY NOTWITHSTANDING, NO RECOURSE SHALL BE
HAD FOR THE PAYMENT OF THE PRINCIPAL OR INTEREST ON THE LOAN OR FOR ANY OTHER
INDEBTEDNESS, OBLIGATION OR LIABILITY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT
OR FOR ANY CLAIM BASED HEREON OR THEREON OR OTHERWISE IN RESPECT HEREOF OR
THEREOF AGAINST (I) ANY AGENT, CONTRACTOR, DIRECTOR, OFFICER, MEMBER,
CONSULTANT, MANAGER, STOCKHOLDER, SUBSCRIBER TO CAPITAL STOCK, INCORPORATOR,
BENEFICIARY, PARTICIPANT, TRUSTEE OR ADVISOR OF BORROWER, OR ANY PARTNER OR
MEMBER THEREIN; (II) ANY LEGAL REPRESENTATIVE, HEIR, ESTATE, SUCCESSOR OR ASSIGN
OF ANY THEREOF; (III) ANY CORPORATION (OR ANY OFFICER, DIRECTOR, EMPLOYEE OR
SHAREHOLDER THEREOF), LIMITED LIABILITY COMPANY (OR MEMBER THEREOF), PARTNERSHIP
(OR ANY PARTNER THEREOF), INDIVIDUAL OR ENTITY TO WHICH ANY OWNERSHIP INTEREST
IN BORROWER SHALL HAVE BEEN DIRECTLY OR INDIRECTLY TRANSFERRED; (IV) ANY
PURCHASER OF ANY ASSET OF BORROWER; OR (V) ANY OTHER PERSON (EXCEPT BORROWER AND
GUARANTOR), FOR ANY DEFICIENCY OR OTHER SUM OWING WITH RESPECT TO THE NOTE OR
ANY OTHER INDEBTEDNESS, OBLIGATION OR LIABILITY OR ARISING UNDER THIS AGREEMENT
OR ANY LOAN DOCUMENT. IT IS UNDERSTOOD THAT NEITHER THE NOTE NOR ANY OTHER
INDEBTEDNESS, OBLIGATION OR LIABILITY UNDER OR WITH RESPECT TO THIS AGREEMENT
AND ANY OTHER LOAN DOCUMENT MAY BE ENFORCED AGAINST ANY PERSON DESCRIBED IN
CLAUSES (I) THROUGH (V) ABOVE; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISIONS
OF THIS PARAGRAPH SHALL NOT:
(A)
PREVENT RECOURSE TO BORROWER AND GUARANTOR, THE ASSETS OF BORROWER
AND GUARANTOR, THE PROPERTY OR ANY OTHER INSTRUMENT OR DOCUMENT WHICH
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IS PLEDGED BY BORROWER TO THE LENDERS PURSUANT TO THE LOAN DOCUMENTS, INCLUDING
ALL COLLATERAL;
(B)
HAVE ANY APPLICABILITY WHATSOEVER TO THE COLLATERAL PLEDGED
PURSUANT TO THE PLEDGE AGREEMENT OR LIMIT THE LIABILITY OF THE PARTIES UNDER THE
GUARANTY OR THE LIABILITY OF THE PARTIES THEREUNDER; OR
(C)
CONSTITUTE A WAIVER, RELEASE OR DISCHARGE OF ANY INDEBTEDNESS OR
OBLIGATION EVIDENCED BY THE NOTE OR SECURED BY THE LOAN DOCUMENTS, AND THE SAME
SHALL CONTINUE UNTIL PAID OR DISCHARGED IN FULL.
ARTICLE IX.
THE AGENT
SECTION 9.1.
APPOINTMENT, POWERS AND IMMUNITIES.
EACH LENDER HEREBY
IRREVOCABLY APPOINTS AND AUTHORIZES AGENT TO ACT AS ITS AGENT HEREUNDER AND
UNDER THE OTHER LOAN DOCUMENTS WITH SUCH POWERS AS ARE SPECIFICALLY DELEGATED TO
AGENT BY THE TERMS OF THIS AGREEMENT AND OF THE OTHER LOAN DOCUMENTS, TOGETHER
WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO. AGENT (WHICH TERM
AS USED IN THIS SENTENCE AND IN SECTION 9.5 AND THE FIRST SENTENCE OF
SECTION 9.6 HEREOF SHALL INCLUDE REFERENCE TO ITS AFFILIATES AND ITS OWN AND ITS
AFFILIATES' OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS):
(A) SHALL HAVE NO
DUTIES OR RESPONSIBILITIES TO THE LENDERS EXCEPT THOSE EXPRESSLY SET FORTH IN
THIS AGREEMENT AND IN THE OTHER LOAN DOCUMENTS, AND SHALL NOT BY REASON OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT BE A TRUSTEE FOR ANY LENDER; (B) SHALL NOT
BE RESPONSIBLE TO THE