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operative without the extension of any further instruments and Lender shall be bound to Tenant under all of the terms and conditions of the Lease for the remainder of the term thereof; provided, however, that Lender or such other owner shall not be: (a) liable for any act or omission of any prior lessor (including Borrower as lessor), except that to the extent such act or omission continues from and after the date upon which Lender succeeds to the interest of Landlord under the Lease in addition, Tenant shall retain all rights and remedies available to Tenant at law, in equity or pursuant to the Lease to the extent such act or omission is continuing; or (b) subject to any offsets or defenses (other than accord and satisfaction) which Tenant might have against any such prior lessor, except to the extent such offsets or defenses: (i) arise out of acts or omissions by Lender or such other owner; or (ii) such offsets are expressly provided for under the Lease and Lender has received notice thereof as provided in Section 5 below, and provided further, that nothing herein shall limit (A) Tenant's offsets or defenses for Lender's or each other owner's responsibility for breach of the maintenance and repair responsibilities or for breach of the covenant of quiet enjoyment un- der the Lease or for any offsets or defenses that arise therefrom, or (B) Tenant's rights to adjust Rent to Substitute Rent (as defined in the Lease) as provided in the Lease upon any default of landlord with respect to Tenant's exclusive as set forth in Sections 1.5 and/or 1.6 of the Lease and/or to adjust Rent to Alternate Rent (as defined in the Lease) as provided in the Lease upon any default of landlord with respect to the co- tenancy provisions as set forth in Section 1.7 thereof; or (c) bound by any prepayment of rent or additional rent more than one month in advance which Tenant might have paid, except as otherwise expressly required by the terms of the Lease; or (d) bound by any previous amendment or modification of the Lease made without its con- sent, to the extent such amendment or modification materially decreases the Rent payable by Tenant, materially decreases the term of the Lease, or materially increases Landlord's obligations; or posit. (e) bound to return any security deposit unless Lender has actually received that security de- 4. Intentionally Deleted. 2 20150207; 5. Notice of Default. Tenant agrees to provide Lender with a simultaneous copy of any notice of de- fault delivered to Borrower. 6. Assignment of Rents. Tenant acknowledges that the interest of Landlord in the Lease is held by Borrower and Borrower's interest has been assigned to Lender as security under the Deed of Trust, and that Lender assumes no duty, liability, or obligation under the Lease or any extension or renewal of the Lease, either by virtue of said assignment or by any subsequent receipt or collection of rents under the assignment unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Demised Premises, and that unless the written consent of Lender is first obtained, no cancellation, surrender or modification may be made of the Lease and no rental shall be paid other than as now provided in the Lease or in such modification of the Lease as may receive the written approval of Lender. If Lender enforces any assignment of rents clause contained in the Deed of Trust or in any other instrument securing the Loan, Borrower hereby irrevocably authorizes Tenant to make Rent and any other payments due under the Lease to Lender upon demand of and notice to Tenant and without any duty of inquiry and Tenant shall be credited and discharged under the Lease for any such payments. Borrower will indemnify and hold Tenant harmless from any claims arising out of Tenant's paying Rent due under the Lease, to Lender or by complying with the assignment of rents clause or similar right. 7. Rental Payment. Until such time as Tenant is otherwise notified in writing by Lender that Lender has succeeded to the interest of Landlord under the Lease, Tenant will be under no obligation to pay Rent to Lender.