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imposed by the Lease upon Lessee therein; and Lender, its successors and assigns, or any purchaser at a <br />foreclosure sale or otherwise will not disturb the possession of Lessee, so long as Lessee is not in default <br />under any of the terms, covenants, or conditions of the Lease, and so long as (i) Lessee has committed no <br />act or omission, (ii) the term of the Lease has commenced, (iii) Lessee is in possession of the Demised <br />Premises, and (iv) there exists no state of facts which would constitute a default under the terms of the <br />Lease, and will be bound by all of the obligations imposed by the Lease upon Lessor therein; provided, <br />however, that Lender, its successors or assigns, or any purchaser at a foreclosure sale or otherwise at the <br />time of acquiring its interest in the Mortgaged Premises shall not be: <br />(a) liable for any act or omission of a prior lessor (including without limitation <br />Lessor) or for any accrued obligation of Lessor under the Lease; or <br />(b) subject to any offsets or defenses which Lessee might have against any prior <br />lessor (including without limitation Lessor); or <br />(c) liable for the commencement or completion of any construction or any <br />contribution toward construction or installation of any improvements upon the Demised <br />Premises, or any expansion or rehabilitation of existing improvements thereon, or for <br />restoration of improvements following any casualty not required to be insured under the <br />Lease or for the costs of any restoration in excess of the proceeds recovered under any <br />insurance required to be carried under the Lease. <br />Lender or any purchaser at a foreclosure sale shall be liable to Lessee under the Lease only during Lender <br />or any such purchaser at a foreclosure sale's period of ownership, and such liability shall not continue or <br />survive as to the transferor after a transfer by Lender or any purchaser at a foreclosure sale of its interest <br />in the Lease and the Demised Premises. Notwithstanding anything to the contrary contained herein, <br />officers, directors, shareholders, agents, servants, and employees of Lender shall have no personal <br />liability to Lessee and, unless the Lender assumes the Lease as Lessor, the liability of Lender shall be <br />limited to Lender's interest in the Mortgaged Premises. <br />6. Upon the written request of the owner of the fee simple title to the Mortgaged Premises <br />or Lessee to the other given at any time after foreclosure of the Mortgage, or any conveyance in lieu of <br />foreclosure, Lessee and such owner shall execute a lease of the Demised Premises upon the same terms <br />and conditions as are contained in the Lease, which Lease shall cover any unexpired term of the Lease. <br />7. Without Lender's prior written consent, Lessee shall not (a) amend or terminate the <br />Lease, (b) prepay any rent or other sums due under the Lease except as provided therein, (c) voluntarily <br />surrender the Demised Premises, or (d) assign the Lease or sublet the Demised Premises or any part <br />thereof other than pursuant to the provisions of the Lease. <br />8. Lessee represents and warrants to Lender that (a) the Lessee is the leasehold owner of the <br />Demised Premises pursuant to the terms of the Lease, (b) the Lease is in full force and effect, and Lessee, <br />to its knowledge, has no offsets or defenses to the payment of rent or other sums due thereunder, (c) to its <br />knowledge, no default exists under the Lease, and (d) all rent and other sums due under the Lease have <br />been paid in full in accordance with the Lease terms. <br />9. Lessor and Lessee hereby agree that, upon Lender's request, they shall from time to time <br />execute and deliver to Lender, and without charge to Lender, an estoppel certificate setting forth whatever <br />information Lender may reasonably require to confirm the current status of the Lease including, without <br />limitation, a confirmation that the Lease is and remains in full force and effect. <br />KD_SNDA (City of South Bend) (Building Two) (First Financial - Cata.._ <br />