OF
THE PARTY TO WHOM TRUSTEE'S INTEREST IS ASSIGNED OR TRANSFERRED; AND PROVIDED,
FURTHER, THAT THE INTEREST OF TENANT UNDER THIS AGREEMENT MAY NOT BE ASSIGNED OR
TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF TRUSTEE.
IN ADDITION, TENANT
ACKNOWLEDGES THAT ALL REFERENCES HEREIN TO LANDLORD SHALL MEAN THE OWNER OF THE
LANDLORD'S INTEREST IN THE LEASE, EVEN IF SAID OWNER SHALL BE DIFFERENT FROM THE
LANDLORD NAMED IN THE RECITALS.
10.
DUPLICATE ORIGINAL; COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF DUPLICATE ORIGINALS AND EACH DUPLICATE ORIGINAL SHALL BE DEEMED TO BE
AN ORIGINAL.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF
WHICH COUNTERPARTS SHALL BE DEEMED AN ORIGINAL INSTRUMENT AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE A SINGLE AGREEMENT.
11.
LIMITATION OF TRUSTEE'S LIABILITY.
(A)
TRUSTEE SHALL HAVE NO OBLIGATIONS
NOR INCUR ANY LIABILITY WITH RESPECT TO ANY WARRANTIES OF ANY NATURE WHATSOEVER,
WHETHER PURSUANT TO THE LEASE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES RESPECTING USE, COMPLIANCE WITH ZONING, LANDLORD'S TITLE, LANDLORD'S
AUTHORITY, HABITABILITY, FITNESS FOR PURPOSE OR POSSESSION.
(b)
In the event that Trustee shall acquire title to the Leased Premises or the
Property, Trustee shall have no obligation, nor incur any liability, beyond
Trustee's then equity interest, if any, in the Leased Premises, and Tenant shall
look exclusively to such equity interest of Trustee, if any, in the Leased
Premises for the payment and discharge of any obligations imposed upon Trustee
hereunder or under the Lease, and Trustee is hereby released and relieved of any
other obligations hereunder and under the Lease.
12.
MODIFICATION IN WRITING.
THIS AGREEMENT MAY NOT BE MODIFIED EXCEPT BY AN
AGREEMENT IN WRITING SIGNED BY THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS
IN INTEREST.
4
13.
LIEN OF SECURITY INSTRUMENTS.
NOTHING CONTAINED IN THIS AGREEMENT SHALL IN
ANY WAY IMPAIR OR AFFECT THE LIEN CREATED BY THE SECURITY INSTRUMENTS OR THE
PROVISIONS THEREOF.
14.
COMPLIANCE WITH LEASE.
TENANT AGREES THAT IN THE EVENT THERE IS ANY
INCONSISTENCY BETWEEN THE TERMS AND PROVISIONS HEREOF AND THE TERMS AND
PROVISIONS OF THE LEASE, THE TERMS AND PROVISIONS HEREOF SHALL BE CONTROLLING.
15.
GOVERNING LAW; SEVERABILITY.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF [
].
IF ANY TERM OF THIS AGREEMENT OR THE
APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCES SHALL TO ANY EXTENT BE
INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT OR THE APPLICATION OF
SUCH TERMS TO ANY PERSON OR CIRCUMSTANCES OTHER THAN THOSE AS TO WHICH IT IS
INVALID OR UNENFORCEABLE SHALL NOT BE AFFECTED THEREBY, AND EACH TERM OF THIS
AGREEMENT SHALL BE VALID AND ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
16.
FURTHER ACTIONS.
TENANT AGREES AT ITS OWN EXPENSE TO EXECUTE AND DELIVER,
AT ANY TIME AND FROM TIME TO TIME UPON THE REQUEST OF TRUSTEE OR ANY ACQUIRING
PARTY, SUCH DOCUMENTS AND INSTRUMENTS (IN RECORDABLE FORM, IF REQUESTED) AS MAY
BE NECESSARY OR APPROPRIATE, IN THE OPINION OF TRUSTEE OR ANY ACQUIRING PARTY,
TO FULLY