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C. Further Documentation. The provisions of this Article 3 shall be effective and self- operative without any need for Successor Landlord or Tenants to execute any further documents. Tenants and Successor Landlord shall, however, confirm the provisions of this Article 3 in writing upon reclucst by either of them within thirty(30)days of such request. 4. Protection of Successor Landlord.Notwithstanding anything to the contrary in the Lease or the Mortgage, Successor Landlord shall not be liable for or bound by any of the following matters: a. Claims A ainst Former Landlord. Any Offset Right that Tenants may have against any Former Landlord, unless (i) such Offset Right arises after the date Mortgagee encumbers the Property with the Mortgage and (ii) Tenants shall have given written notice to Mortgagee of such Offset Right Promptly upon Tenants' actual knowledge of the occurrence of the event(s) giving rise to such Offset Right. The foregoing shall not limit either(x) Tenants' right to exercise against Successor Landlord any Offset Right otherwise available to Tenants because of events occurring after the date of a Foreclosure Event or because of events occurring on or before the date of a Foreclosure Event, notice of which shall have been given to Mortgagee, or (y) Successor Landlord's obligation to correct any conditions that existed as of the date of a Foreclosure Event that violate Successor Landlord's obligations as landlord under the Lease. b. Fre a ents. Any payment of Rent that Tenants may have made to Former Landlord more than thirty (30) days before the date such Rent was first due and payable under the Lease with respect to any period after the date of a Foreclosure Event and Tenants' receipt of notice of such Foreclosure Event other than,and only to the extent that,the Lease expressly required such a prepayment or such payment was delivered to Mortgagee or Successor Landlord. C. Securily Deposit; R resentations and Warranties. Any obligation(i) with respect to any security deposited with Former Landlord, unless such security was actually delivered to Mortgagee or Successor Landlord; or (ii) arising from a breach by Former Landlord of representations and warranties contained in the Lease; or(iii) without in any way superseding subsection (a) above,to pay Tenants any sum(s) accrued prior to Successor Landlord becoming owner of the Property and owed to Tenants by Former Landlord,unless actually paid over to Successor Landlord. d. Modification Amendment or Waiver. Any modification or amendment of the Lease, or any waiver of the terms of the Lease, made without Mortgagee's written consent(which consent shall not be unreasonably withheld, conditioned or delayed), excepting, however, commercially reasonable non- material amendments or modifications of the Lease (for the avoidance of doubt, such non-material modifications do not include any changes in the rights of any "Lender" as such term is defined in the Lease, reductions in rent, reductions in length of term, imposition of material obligations on Landlord or material reductions of the obligations of Tenants under the Lease) which are the result of good faith, arm's length negotiations between Landlord and Tenants and of which Mortgagee receives prompt notice together with a copy of such amendment. e. Surrender, Etc. Any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed upon between Landlord and Tenants, unless effected unilaterally by Tenants pursuant to the express terms of the Lease. f. Construction Obli tions. Successor Landlord shall not be bound by any provision in the Lease which obligates Landlord to erect or complete any building or to make any improvements to the Property, but shall be subject to any offset or termination rights Tenants may have on account of Landlord's failure to erect or complete any improvements to the Property. 40