TENANT), AND AGENT IS HEREBY RELEASED AND RELIEVED OF ANY OTHER OBLIGATIONS
OR LIABILITY HEREUNDER, UNDER THE LEASE OR UNDER ANY SUCH NEW LEASE.
AGENT
SHALL NOT, EITHER BY VIRTUE OF THE MORTGAGE, THE ASSIGNMENT OF LEASES OR THIS
AGREEMENT, BE OR BECOME A MORTGAGEE IN POSSESSION OR BE OR BECOME SUBJECT TO ANY
LIABILITY OR OBLIGATION UNDER THE LEASE OR OTHERWISE UNTIL AGENT SHALL HAVE
ACQUIRED THE OWNER'S INTEREST IN THE PROPERTY, BY FORECLOSURE OR OTHERWISE, AND
THEN SUCH LIABILITY OR OBLIGATION OF AGENT UNDER THE LEASE (AS MODIFIED BY THE
TERMS OF THIS AGREEMENT) SHALL EXTEND ONLY TO THOSE LIABILITIES OR OBLIGATIONS
ACCRUING SUBSEQUENT TO THE DATE THAT AGENT HAS ACQUIRED OWNER'S INTEREST IN THE
PROPERTY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE
MORTGAGE, THE ASSIGNMENT OF LEASES NOR THIS AGREEMENT SHALL, PRIOR TO AGENT'S
ACQUISITION OF OWNER'S INTEREST IN THE PROPERTY FOR THE RATABLE BENEFIT OF
LENDERS, BY FORECLOSURE OR OTHERWISE, OPERATE TO PLACE RESPONSIBILITY FOR THE
CONTROL, CARE, MANAGEMENT OR REPAIR OF THE PROPERTY UPON AGENT OR IMPOSE UPON
AGENT RESPONSIBILITY FOR THE CARRYING OUT OF ANY OF THE TERMS OR CONDITIONS OF
THE LEASE, AND AGENT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY WASTE COMMITTED
ON EITHER THE LEASED PREMISES OR THE PROPERTY BY ANY PARTY WHATSOEVER, FOR ANY
DANGEROUS OR DEFECTIVE CONDITION OF THE PROPERTY OR FOR ANY NEGLIGENCE IN THE
MANAGEMENT, UPKEEP, REPAIR OR CONTROL OF EITHER THE LEASED PREMISES OR THE
PROPERTY.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR THE LEASE TO
THE CONTRARY, UPON AGENT'S TRANSFER OR ASSIGNMENT OF AGENT'S INTERESTS IN THE
LOAN, THE LEASE (OR ANY NEW LEASE EXECUTED PURSUANT TO THIS AGREEMENT), OR THE
PROPERTY, AGENT SHALL BE DEEMED RELEASED AND RELIEVED OF ANY OBLIGATIONS UNDER
THIS AGREEMENT, THE LEASE (OR ANY NEW LEASE EXECUTED PURSUANT TO THIS
AGREEMENT), AND WITH RESPECT TO THE PROPERTY.
[INCLUDE IF LEASE CONTAINS PURCHASE OPTION]
ARTICLE XXXIII - [TENANT'S PURCHASE OPTION.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE LEASE OR THIS AGREEMENT:
5
(A) TENANT SHALL DELIVER TO AGENT AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN
NOTICE OF TENANT'S INTENT TO EXERCISE TENANT'S PURCHASE OPTION UNDER
SECTION
OF THE LEASE ("PURCHASE OPTION"); (B) IF TENANT EXERCISES THE
PURCHASE OPTION, TITLE TO THE PROPERTY SHALL NOT BE CONVEYED TO TENANT UNTIL
SUCH TIME AS ALL OBLIGATIONS SECURED BY THE MORTGAGE HAVE BEEN FULLY SATISFIED
OR, IF THE LOAN DOCUMENTS SO PROVIDE, THE LOAN HAS BEEN FULLY DEFEASED; AND
(C) NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED TO WAIVE OR MODIFY
THE RESTRICTIONS ON PREPAYMENT SPECIFIED IN THE LOAN DOCUMENTS AND TENANT
ACKNOWLEDGES THAT TENANT IS AWARE OF SUCH RESTRICTIONS.]
[INCLUDE IF LEASE CONTAINS PREFERENTIAL RIGHT TO PURCHASE]
ARTICLE XXXIV - [SCOPE OF RIGHT OF PREFERENTIAL RIGHT TO PURCHASE.
TENANT
ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
LEASE, ANY OF THE LOAN DOCUMENTS, OR THIS AGREEMENT, NONE OF THE FOLLOWING
EVENTS ("REMEDIAL ACTIONS") SHALL BE DEEMED TO CONSTITUTE AN OFFER TO PURCHASE
THE PROPERTY OR