No. 2369 approving a counter offer from and a contract of purchase and sale with Key S.B. LLC and other related matters

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• partially or totally destroyed, whether by fire or any other casualty, so as to render the same unfit, in whole or part, for use and occupancy by the Lessee, it shall then be the obligation of the Lessor to restore and rebuild the Project as promptly as may be done, unavoidable strikes and other causes beyond the control of the Lessor excepted; provided, however, that the Lessor shall not be obligated to expend on such restoration or rebuilding more than the amount of the proceeds received by the Lessor from the insurance provided for in Paragraph 6 hereof. The rent payable hereunder for the Project shall be abated for the period during which the Project or any part thereof is unfit for occupancy and such abatement shall be in proportion to the percentage of area of the Project which is unfit for occupancy. 5. Alteration, Repairs, and Easement Maintenance. (a) The Lessee assumes responsibility for repairs and alterations to the Project caused by its use. No alterations shall be made by Lessee without first obtaining the written consent of Lessor, except for minor, immaterial changes provided such immaterial changes do not alter Lessee's use. The Lessee agrees to indemnify and defend the Lessor against any demand, claims, or action seeking to file, enforce or foreclose a lien against the Property, whether such lien is related to the construction, • use or maintenance of the Project prior to the Commencement Date or during the term of this Lease. Subject to Paragraph 1 1, at the end of the term, Lessee shall deliver the leased property to Lessor in as good condition as at the beginning of the term, reasonable wear and tear only excepted. (b) The Lessee and Lessor further covenant to abide by the restrictions of, and to assume responsibility for, any and all obligations under the Reciprocal License, Easement and Maintenance Agreement by and between Society National Bank, Indiana and One Plaza Place Associates dated January 11, 1994 and recorded January 14, 1994 as Instrument No. 9402004 in the Office of the Recorder of St. Joseph County, Indiana (the "Easement Agreement"), including but not limited to all obligations, if any, that the Lessor has as owner of the Real Estate and the Project. 6. Insurance. Lessee, at its own expense, will, during the full term of the Lease, keep the Project insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of facilities of a similar type, with good and responsible insurance companies, subject to the approval of Lessor. Such insurance shall be in an amount at least equal to the greater of (i) the option to purchase price or (ii) one hundred percent (100%) of the full replacement cost of the Project as certified by a registered architect, L` -3-