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20000'7946 <br />the Leased Premises. The parties acknowledge and agree that the Mortgage provides that, <br />under certain circumstances, Lender shall be entitled to collect, receive and demand payment of <br />all or any part of the rent and other sums due and payable to Landlord under the Lease to <br />Lender. The parties agree that: (a) Tenant shall be under no obligation to pay rent or any other <br />sums due and payable to Landlord under the Lease to Lender until such time as Tenant <br />receives written notice from Lender demanding payment of said amounts to Lender; (b) Tenant <br />shall be entitled to rely on any such written notice from Lender and shall not incur any liability to <br />Landlord as a result of such reliance notwithstanding the existence of any dispute between <br />Landlord and Lender with respect to the existence of any default or the satisfaction of any <br />condition under the Mortgage or any other document executed in connection with the <br />transaction which is the subject of the Mortgage which would entitle Lender to collect, receive or <br />demand payment of said amounts from Tenant; and (c) all of Lender's rights described in this <br />sentence shall be subject to all of Tenant's rights and remedies set forth in the Lease including, <br />without limitation, the right of offset against rent. <br />5. Lender hereby ratifies, confirms, approves, assumes and agrees to be bound by <br />each and every term, covenant, condition and agreement contained in the Lease as if each <br />thereof were set forth herein at length, and each of said terms, covenants, conditions and <br />agreements shall inure to the benefit of and be enforceable by Tenant, its successors and <br />assigns, including, without limitation, the mortgagee or beneficiary under any mortgage or deed <br />of trust on Tenant's interest in the Lease or the Leased Premises, its successors and assigns. <br />Lender covenants and agrees that in the event of a conflict, whether in the express provisions or <br />by reason of variation in inclusion of provisions, between the Mortgage and the Lease, the <br />provisions of the Lease shall govern for all purposes. Lender hereby acknowledges and agrees <br />that, with respect to any assignment of rents contained in the Mortgage as it applies to the <br />Lease between Landlord and Tenant, said assignment shall apply only to the rent which <br />Landlord is entitled to receive pursuant to the Lease. <br />M <br />