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assignment of the Lease and Rents which provides that Tenants continue making payments of Rents and other amounts owed by Tenants under the Lease to the Landlord and to recognize the rights of Landlord under the Lease until notified otherwise in writing by the Mortgagee. After receipt of such notice from Mortgagee, the Tenants shall thereafter make all such payments directly to the Mortgagee or as the Mortgagee may otherwise direct, without any further inquiry on the part of the Tenants. Landlord specifically agrees that Tenants may conclusively rely upon any written notice Tenants receives from Mortgagee notwithstanding any claim by Landlord contesting the validity of any term or condition of such notice, including, but not limited to, any default claimed by Mortgagee, and that Landlord shall not make any claim of any kind whatsoever against Tenants or Tenants' leasehold interest with respect to any amounts paid to Mortgagee by Tenants or any acts performed by Tenants pursuant to such written notice and such amounts paid to Mortgagee shall be credited to amounts due under the Lease as if such amounts were paid directly to Landlord. 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 request 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 Against 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. Prepayments. 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. Security Deposit; Representations 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 40