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202302265 exercise of Lender's rights and remedies arising upon a default under the Mortgage unless applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or prosecuting such rights and remedies. In the latter case, Lender may join Tenant as a defendant in such action only for such purpose and not to terminate the Lease, pursue remedies against Tenant or otherwise adversely affect Tenant's rights under the Lease or this Agreement in such action. 3.2 Non -disturbance and Attornment. If an Event of Default by Tenant of its obligation to pay Rent is not in existence, then, when Successor Landlord takes title to Shopping Center: (a) Successor Landlord shall not terminate or disturb Tenant's possession of the Premises under the Lease, except in strict accordance with the terms of the Lease and this Agreement; (b) Successor Landlord shall be bound to Tenant under all the terms and conditions of the Lease (except as provided in this Agreement); (c) Tenant shall recognize and attorn to Successor Landlord as Tenant's direct landlord under the Lease as affected by this Agreement; and (d) the Lease shall continue in full force and effect as a direct lease, in accordance with its terms (except as provided in this Agreement), between Successor Landlord and Tenant. Subject to the terms of the Lease, Tenant agrees to continue making payments of Rents and other amounts owed by Tenant under the Lease to the Landlord and to otherwise recognize the rights of Landlord under the Lease until notified otherwise in writing by Lender (as provided in the Mortgage), and after receipt of such notice the Tenant agrees thereafter to make all such payments to Lender, without any further inquiry on the part of the Tenant. Landlord agrees that Tenant may rely upon such notice and upon Tenant's receipt thereof, Landlord consents to Tenant making such payments directly to Lender, all such amounts being deemed paid in satisfaction of Tenant's corresponding obligations under the Lease. 3.3 Further Documentation. The provisions of this Article 3 shall be effective and self -operative without any need for Successor Landlord or Tenant to execute any further documents. Tenant and Successor Landlord shall, however, confirm the provisions of this Article 3 in writing upon the written request by either of them. 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: 4.1 Claims Aeainst Former Landlord. Any Offset Right that Tenant may have against any Former Landlord relating to any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by Former Landlord that occurred before the date of attornment; provided, however, the foregoing shall not limit or preclude either: (a) Tenant's right to exercise against Successor Landlord any Offset Right otherwise available to Tenant because of: (i) breaches, defaults or events which first occurred before the date of attornment but are of a continuing nature, or (ii) breaches, defaults or events occurring after the date of attornment; or (b) Successor Landlord's obligation to correct any conditions that existed as of the date of attornment and violate Successor Landlord's obligations as landlord under the Lease. 4.2 Prenavments. Any payment of Rent that Tenant may have made to Former Landlord more than thirty (30) days before the date such Rent was first due and payable under