Agent or
Lenders at law, in equity or otherwise, including, without limitation, under the
other Loan Documents, all of which rights, powers and remedies are cumulative
and not exclusive.
SECTION 8.
AGENT
8.1
Appointment.
A.
APPOINTMENT AUTHORITY.
EACH OF THE LENDERS HEREBY IRREVOCABLY
APPOINTS ISTAR FINANCIAL INC. ("ISTAR") AS THE AGENT HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS AND AUTHORIZES ISTAR, IN SUCH CAPACITIES, TO TAKE SUCH
ACTIONS ON ITS BEHALF AND TO EXERCISE SUCH POWERS AS ARE DELEGATED TO ISTAR, IN
SUCH CAPACITY BY THE TERMS HEREOF OR THEREOF, TOGETHER WITH SUCH ACTIONS AND
POWERS AS ARE REASONABLY INCIDENTAL THERETO.
AGENT AGREES TO ACT UPON THE
EXPRESS CONDITIONS CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE.
IN PERFORMING ITS FUNCTIONS AND DUTIES UNDER THIS AGREEMENT, AGENT
SHALL ACT SOLELY AS AN AGENT OF THE LENDERS AND DOES NOT ASSUME AND SHALL NOT BE
DEEMED TO HAVE ASSUMED ANY OBLIGATION TOWARDS OR RELATIONSHIP OF AGENCY OR TRUST
WITH OR FOR THE BORROWER OR ANY OF ITS SUBSIDIARIES.
THE PROVISIONS OF THIS
SECTION 8 ARE SOLELY FOR THE BENEFIT OF THE LENDERS AND AGENT AND THE BORROWER
SHALL NOT HAVE RIGHTS AS THIRD PARTY BENEFICIARIES OF ANY OF SUCH PROVISIONS.
B.
APPOINTMENT OF SUPPLEMENTAL AGENTS.
IT IS THE PURPOSE OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS THAT THERE SHALL BE NO VIOLATION OF ANY
LAW OF ANY JURISDICTION DENYING OR RESTRICTING THE RIGHT OF BANKING CORPORATIONS
OR ASSOCIATIONS TO TRANSACT BUSINESS AS AGENT OR TRUSTEE IN SUCH JURISDICTION.
IT IS RECOGNIZED THAT IN CASE OF LITIGATION UNDER THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS, AND IN PARTICULAR IN CASE OF THE ENFORCEMENT OF ANY OF THE
LOAN DOCUMENTS, OR IN CASE THE AGENT DEEMS THAT BY REASON OF ANY PRESENT OR
FUTURE LAW OF ANY JURISDICTION THE AGENT MAY NOT EXERCISE ANY OF THE RIGHTS,
POWERS OR REMEDIES GRANTED HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS OR TAKE
ANY OTHER ACTION WHICH MAY BE DESIRABLE OR NECESSARY IN CONNECTION THEREWITH, IT
MAY BE NECESSARY THAT THE AGENT APPOINT AN ADDITIONAL INDIVIDUAL OR INSTITUTION
AS A SEPARATE TRUSTEE, CO-TRUSTEE, COLLATERAL AGENT OR COLLATERAL CO-AGENT (ANY
SUCH ADDITIONAL INDIVIDUAL OR INSTITUTION BEING REFERRED TO HEREIN INDIVIDUALLY
AS A "SUPPLEMENTAL AGENT" AND COLLECTIVELY AS "SUPPLEMENTAL AGENTS").
AGENT
SHALL GIVE NOTICE TO THE LENDERS OF THE NECESSITY FOR THE APPOINTMENT OF ANY
SUPPLEMENTAL AGENT (AND IF SUCH SUPPLEMENTAL AGENT IS APPOINTED, OF THE IDENTITY
OF SUCH SUPPLEMENTAL AGENT).
In the event that the Agent appoints a Supplemental Agent with respect to any
Collateral for the reasons specified in the foregoing paragraph, (i) each and
every right, power, privilege or duty expressed or intended by this Agreement or
any of the other Loan Documents to be exercised by or vested in or conveyed to
the Agent with respect to such Collateral shall be exercisable by and vest in
such Supplemental Agent to the extent, and only to the extent, necessary to
enable such Supplemental Agent to exercise such