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WHEREAS, pursuant to that certain Assignment and Assumption of CFMA and CEROA
<br />dated as of December 28, 2011, by and between I" Source, as assignor, and Center, as assignee,
<br />Center assumed all of the duties, liabilities and obligations of 1st Source under (i) the Common
<br />Facilities Agreement dated as of November 1, 1981, by and between 1st Source and Host (as
<br />successor to Rahn Properties II), as amended ( "Common Facilities Agreement "), (ii) the
<br />Operations Agreement, and (iii) the Walkway Agreement; and
<br />WHEREAS, Jenna has expressly assumed all obligations of Host under the Walkway
<br />Agreement; and
<br />WHEREAS, Jenna has expressly assumed all obligations of Host under that certain
<br />Operation, Maintenance and Easement Agreement dated as of October 22, 1979, which was
<br />amended by a First Amendment thereto dated as of January 12, 1982, a Second Amendment
<br />thereto dated as of May 1, 1987, and Third Amendment dated as of December 28, 2010, and a
<br />Fourth Amendment dated as of even date herewith (collectively, the "Operations Agreement "),
<br />pertaining to the operation, maintenance and repair of the Common Facilities (as defined in the
<br />Operations Agreement); and
<br />WHEREAS, the parties wish to continue to provide for the operation, maintenance, repair
<br />and use of the Walkway Elements, as hereinafter provided; and
<br />WHEREAS, the parties hereto now desire to amend the Walkway Agreement.
<br />NOW, THEREFORE, in consideration of the above, the parties agree as follows:
<br />1. The above recitals to this Amendment are hereby incorporated into and made a
<br />part of this instrument.
<br />2. All references to "Rahn" or "South Bend Joint Venture" or "Host ", or any other
<br />intermediate assignees or predecessors • in interest or title to Jenna, in the Walkway Agreement
<br />shall hereafter be amended to be " Jenna."
<br />3. Section 21 of the Walkway Agreement is hereby amended and restated as follows:
<br />21. Successors and Assigns.
<br />Except as otherwise expressly provided to the contrary herein, this
<br />Agreement shall be binding upon and inure to the benefit of the parties hereto and their
<br />respective legal and personal representatives, successors and assigns. Jenna and Center
<br />agree that any sale, transfer or assignment of all or a part of the respective parties'
<br />interest in the Hotel or Office Building, or in and to the Common Facilities, shall be
<br />subject to the terms of this Agreement, which shall be binding upon any transferee,
<br />assignee or successor in interest ( "Transferee'). The obligations set forth in this
<br />Agreement shall not be deemed to be personal to or binding upon any party to this
<br />Agreement, following the transfer in fee by such party, of its interest in the Property (or
<br />by assignment of such party's interest in its Ground Lease), to the extent permitted under
<br />this Agreement and the Ground Leases, provided that such Transferee has expressly
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<br />(01652540.DOC;5 )
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