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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 Is` Source under (i) the Common
<br />Facilities Agreement (defined below, in Section 5), (ii) the Operations Agreement, and (iii) that
<br />certain Construction, Easement, Restriction and Operating Agreement dated May 1, 1987, by and
<br />between 1st Source, South Bend Joint Venture (f/k/a Rahn Properties II), the City, the
<br />Commission and The South Bend Civic Center Board of Managers (the "Walkway Agreement ");
<br />and
<br />WHEREAS, as required by Section 9 of the Operations Agreement, Jenna has expressly
<br />assumed all obligations of Host under the Operations Agreement; and
<br />WHEREAS, Jenna has expressly assumed all obligations of Host under the Walkway
<br />Agreement; and
<br />WHEREAS, the parties wish to continue to provide for the operation, maintenance and
<br />repair of the Common Facilities, as hereinafter provided; and
<br />WHEREAS, the parties hereto now desire to further amend the Operations 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 Operations Agreement
<br />shall hereafter be amended to be " Jenna."
<br />3. Irrespective of the ownership of the Garage Facility, Jenna and Center shall
<br />continue to be jointly responsible for, and shall share the costs of, the operation, maintenance and
<br />repair of the Common Facilities as provided in the Operations Agreement.
<br />4. Property, casualty and general liability insurance coverage for the Common
<br />Facilities shall be maintained in the current forms and amounts, and the Commission, as the
<br />owner of the Garage Facility, shall be named as an additional insured for so long as the
<br />Commission owns the Garage Facility.
<br />5. The Common Facilities Management Agreement by and among Host (as
<br />successor to Rahn Properties II), Center (as successor to 1st Source (f/k/a FBT Bancorp, Inc.))
<br />and Marriott Hotel Services, Inc. (successor Manager from Marriott Corporation) ( "Marriott "),
<br />dated November 1, 1981, as amended (the "Common Facilities Agreement "), was terminated
<br />prior to the effective date of this Amendment. Jenna and Center executed a new "Common
<br />Facilities Management Agreement" dated as of August , 2011, with South Bend CAM, LLC,
<br />a Delaware limited liability company, as the substitute Manager under the Operations Agreement.
<br />-2-
<br />{01651958DDOC;6 )
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