6.B.(1) Waiver and Consent to Mortage for KeyBank Plaza

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WAIVER AND CONSENT TO MORTGAGE This Waiver and Consent to Mortgage ("Consent") is made as of March 2009, by SOUTH BEND REDEVELOPMENT COMMISSION, the governing body of the Department of Redevelopment of the City of South Bend, Indiana, existing and operating under the provisions of Indiana Code §36-7-14, as amended ("SBRC"), to and for the benefit of CENTIER BANK, an Indiana state banking association ("Centier"). This Consent is also executed by KEY S.B., L.L.C., a Michigan limited liability company ("Borrower") for the purposes expressly provided herein. The parties state as follows: A. SBRC is the landlord and Borrower is the tenant under that certain unrecorded Lease dated as of August 17, 2007, as evidenced by that certain Memorandum of Lease executed by said parties as of said date recorded in the Office of the Recorder of St. Joseph County on October 30, 2008, as Document Number 0835218 (the "Lease"), whereby Borrower leased certain land in South Bend, St. Joseph County, Indiana, as described in Exhibit A, which is attached hereto and made a part hereof (the "Leased Premises"). B. Pursuant to the Lease, Borrower is entitled to possession of the Leased Premises for a term of 25 years, from October 3, 2008, through October 2, 2033, with an option to extend the term for an additional year, and with the option to purchase the Leased Premises at any time. C. SBRC has been informed that Centier intents to extend certain credit facilities to Borrower and that, to secure the obligations of Borrower with respect thereto, Borrower has agreed to separately grant to Centier a leasehold mortgage and security interest in and to Borrower's interests in and to the Lease and the Leased Premises, along with Borrower's interests in the KeyBank Property (as defined in the Lease) pursuant to a certain Mortgage of Fee and Ground Lease Interests and Security Agreement of even date herewith (the "Mortgage"). D. SBRC and Borrower wish to agree and consent to certain additional terms and waivers under the Lease as provided in this Consent in order to permit Centier to have and hold a mortgage interest in Borrower's interest in the Lease and the Leased Premises.