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As the successor manager /operator of the Hotel, THG Management LV, LLC, a Delaware limited liability company, shall operate the Hotel as an "upscale" or "upper upscale" hotel (as those terms are defined in the Memorandum of Understanding dated as of December 3, 2010, and the Side Letter Regarding Memorandum of Understanding dated as of December 28, 2010). South Bend CAM, LLC shall assume management of the Garage Facility, or enter into a new operating or management agreement with a substitute garage management company acceptable to Jenna and Center. 6. Section 9 of the Operations Agreement is hereby amended and restated as follows: Section 9. Transfers of Interest in Project. Jenna and Center agree that any sale, transfer or assignment of all or a part of the respective parties' interest in the Hotel or Office Building, or in and to the Common Facilities, shall be subject to the terms of this Agreement, which shall be binding upon any transferee, assignee or successor in interest ( "Transferee'). The obligations set forth in this Agreement shall not be deemed to be personal to or binding upon any party to this Agreement, following the transfer in fee by such party, of its interest in the Property (or by assignment of such party's interest in its Ground Lease), to the extent permitted under this Agreement and the Ground Leases, provided that such Transferee has expressly assumed the obligations of the transferor or assignor ( "Transferor') under this Agreement, the Ground Leases, the Agreements for Conveyance and that certain Joint Development Agreement by and among City, Agency, Rahn and FBT Bancorp, Inc., dated as of October 1, 1979 (the "Joint Development Agreement'), with respect to the interest in the Property which is so transferred or assigned. If such Transferee so expressly assumes the obligations of the Transferor, then and in such event the other parties to this Agreement agree to release the Transferor from liability for any breach of the terms, provisions or conditions of this Agreement, the Ground Leases, the Agreements for Conveyance or of the Joint Development Agreement occurring prior to such transfer or assignment, provided such Transferor shall, upon not less than fifteen (1 S) days written notice, request the other parties to execute and deliver to such Transferor and its designated Transferee a certificate substantially in the form as attached hereto as Exhibit D. If any party transfers all or a portion of its interest in the Property to secure indebtedness by way of mortgage, deed of trust (or assigns its interest under its Ground Lease in connection with such mortgage or deed of trust) or in connection with the sale - leaseback financing transaction, and such party retains or acquires a possessory interest in the parcel so transferred, the owner of fee title to the parcel of such party in the case of a sale - leaseback financing transaction or the holder of such mortgage or deed of trust (or the assignee of the assignor's interest under its Ground Lease), as the case may be, shall not be deemed to have assumed the obligations of such party, it being agreed that such party shall remain liable for the performance thereof. 7. The Operations Agreement is hereby amended to include as Exhibit D, the document attached as Schedule 1 to this Amendment. -3- {01651958.DOC;6 )