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2©1.5074 12 shall not be diminished or interfered with by Lender, and Tenant's occupancy of the Demised Premises shall not be disturbed by Lender during the term of the Lease or any such extensions or renewals thereof, and (b) Lender will not join Tenant as a party defendant in any action or proceeding foreclosing the Deed of Trust unless such joinder is necessary to foreclose the Deed of Trust and then only for such purpose and not for the purpose of terminating the Lease. 3. Tenant to Attorn to Lender. If Lender shall become the owner of the Demised Premises, or the Demised Premises shall be sold by reason of foreclosure or other proceedings brought to enforce the Deed of Trust, or the Demised Premises shall be transferred by deed in lieu of foreclosure, the Lease shall continue in full force and effect as a direct lease between the then owner of the Demised Premises and Tenant, and Tenant hereby attorns to Lender or any other such owner as its lessor, said attornment to be effective and self - operative without the extension of any further instruments; 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 is continuing; 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, unless Tenant shall have delivered to Lender written notice of the de- fault which gave rise to such offset or defense and permitted Lender the same right to cure such default as permitted Landlord under the Lease, and then also except to the extent such offsets or defenses arise out of acts or omissions by Lender or such other owner, and provided further, that nothing herein shall limit Ten- ant'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 under the Lease or for any off- sets or defenses that arise therefrom; or (c) bound by any prepayment of rent or additional rent which Tenant might have paid, except as otherwise expressly required by the terms of the Lease; or (d) bound by any material amendment or modification of the Lease as to either (i) the term of the Lease, or (ii) the rent payable under the Lease; or (e) bound to return any security deposit unless Lender has actually received that security de- posit. 4. Estoppel. Intentionally Omitted 5. Notice of Default. Tenant agrees to provide Lender with a simultaneous copy of any notice of default delivered to Borrower. 6. Assignment of Lease. 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, and that unless the written consent of Lender is first obtained (such consent to not be unreasonably withheld, conditioned or delayed), no material modification may be made of the Lease with respect to the rental terms of the Lease or the length of the term of the Lease. 7. Rental Payment. Until such time as Tenant is otherwise notified in writing by Lender, it shall make all rental payments under the Lease to Borrower as provided therein. 8. Successors and Assigns. This Agreement and each and every covenant, agreement, and other provision hereof shall be binding upon and shall inure to the benefit of the parties hereto, and their heirs, administrators, representatives, successors, and assigns. Grand Island, NE 2