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CONSTRUCTION, EASEMENT, RESTRICTION AND OPERATING AGREEMENT
<br />ESTOPPEL
<br />Date: 5 v , 2017
<br />Reference is made to that certain Construction, Easement, Restriction and Operating
<br />Agreement by and among South Bend Joint Venture, an Indiana general partnership, f/k/a Rahn
<br />Properties II ("Venture"), 1st Source Corporation, an Indiana corporation, f/k/a First Bank &
<br />Trust Company of South Bend (" 1st Source"), the City of South Bend, Indiana, a municipal
<br />corporation under the Laws of the State of Indiana, acting by and through its Board of Public
<br />Works ("City"), the City of South Bend Department of Redevelopment, a department of the City
<br />("Department") and the South Bend Civic Center Board of Managers, a board created under the
<br />ordinances of the City of South Bend and pursuant to the Indiana State Code ("Board"), dated
<br />May 1, 1987, and recorded in the Official Records of St. Joseph County, Indiana (the "Official
<br />Records") on May 9, 1989, as Document No. 8911535, as amended by that certain First
<br />Amendment to Construction, Easement, Restriction and Operating Agreement, by and among
<br />Jenna Hotel Investments, LLC, a Delaware limited liability company ("Jenna') (as successor to
<br />Venture and Host Hotels & Resorts, L.P.), Center, City, the Department (by and through the
<br />South Bend Redevelopment Commission) and the Board, dated August 4, 2011, and recorded in
<br />the Official Records on August 15, 2011, as Document No. 1120677 (collectively, the "Wallcway
<br />Agreement"). The undersigned party ("Undersigned Party") is the successor in interest to Is'
<br />Source under the Walkway Agreement. All terms and words of art used herein, as indicated by
<br />the initial capitalization thereof, shall have the same respective meanings designated for such
<br />terms and words of art in the Walkway Agreement.
<br />At the request of AFP I I I Corp., a Delaware corporation ("AFP" ), in connection with its
<br />proposed acquisition from Jenna of that certain real property located at 123 N. St. Joseph Street,
<br />South Bend, Indiana, and the improvements located thereon (collectively the "Property"), the
<br />Undersigned Party hereby certifies to Jenna, AFP, and Lender (as defined below), as follows:
<br />A. The Walkway Agreement is in full force and effect.
<br />B. The Walkway Agreement has not been modified or amended, except as set forth
<br />herein.
<br />C. As of the date of this Estoppel and to the actual knowledge of Undersigned Party,
<br />(a) based solely on day to day observations of the Walkway, Hotel Access Corridor, Access Hall,
<br />and Access Elevator (collectively, the "Walkway Elements") and (b) without further
<br />investigation, inspection or inquiry of any nature whatsoever, no party to the Walkway
<br />Agreement is in default, except as follows: None
<br />D. The nature of any existing default is as follows: None
<br />E. To the best knowledge of the Undersigned Party, as of the date hereof: the annual
<br />"Maximum Contribution" as defined in the Walkway Agreement is $
<br />F. The Undersigned Party has been informed that the existing mortgage loan held by
<br />Wilmington Trust, National Association, as Trustee, for the benefit of the holders of COMM
<br />43413.0015/135198916.5
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