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THG revisions: 7/1/2011
<br />OPERATION, MAINTENANCE AND EASEMENT AGREEMENT
<br />[SOUTH BEND MARRIOTT]
<br />ESTOPPEL AND RELEASE
<br />Date: July , 2011
<br />Reference is made to that certain Operation, Maintenance and Easement Agreement dated
<br />as of October 22, 1979, and recorded with the St. Joseph County, Indiana Recorder
<br />( "Recorder ") as Instrument No. 8013310 on August 10, 1980, as amended by that certain First
<br />Amendment to Operation, Maintenance and Easement Agreement dated as of January 19, 1982,
<br />and recorded with the Recorder as Instrument No. 8213384 on September 2, 1982, as further
<br />amended by that certain Second Amendment to Operation, Maintenance and Easement
<br />Agreement dated as of May 1, 1987, and recorded with the Recorder as Instrument No. 9021586
<br />on August 10, 1990, and as further amended by that certain Third Amendment to Operation,
<br />Maintenance and Easement Agreement dated as of December 28, 2010, and recorded with the
<br />Recorder as Instrument No. 1036707 on December 30, 2011 (collectively, the "Easement "). All
<br />terms and words of art used herein, as indicated by the initial capitalization thereof, shall have
<br />the same respective meanings designated for such terms and words of art in the Easement.
<br />At the request of Jenna Hotel Investments, LLC, a Delaware limited liability company
<br />( "Buyer "), in connection with its proposed acquisition of the Marriott Hotel located at 123 North
<br />St. Joseph Street in South Bend, Indiana ( "Hotel "), First Bank Center Limited Partnership, a
<br />Minnesota limited partnership ( "FBCLP "), as owner of the Office Building, hereby certifies to
<br />(a) Host Hotels & Resorts, L.P., a Delaware limited partnership, the current operator of the Hotel
<br />( "Host") and (b) Buyer, as follows:
<br />A. As of the date of this Estoppel and to FBCLP's best knowledge, FBCLP
<br />has fully complied with any and all installation, construction, maintenance, operation, repair, and
<br />replacement obligations contained in the Easement with respect to the Office Building
<br />Maintenance Area.
<br />B. As of the date of this Estoppel and to the actual knowledge of FBCLP, (a)
<br />based solely on day to day observations of the Common Facilities and (b) without further
<br />investigation, inspection or inquiry of any nature whatsoever and (c) in complete reliance upon
<br />the appointment of a manager pursuant to the Management Agreement described in Section C of
<br />this Estoppel, Host and FBCLP have fully complied with any and all installation, construction,
<br />maintenance, operation, repair, and replacement obligations contained in the Easement with
<br />respect to the Common Facilities, except for certain items described in the document entitled
<br />"Common Facilities Items Not in Good Condition or Repair," a copy of which is attached hereto
<br />as Exhibit A. In accordance with Section 3(d) of the Easement, FBCLP shall pay thirty percent
<br />(30 %) of costs and expenses incurred by the Manager pursuant to the Easement and the
<br />Management Agreement described in Section C of this Estoppel to operate, maintain and repair
<br />the Common Facilities. To the extent the cost to correct the items listed in Exhibit A is payable
<br />-1-
<br />{01645838.DOC;7 }
<br />Error! Unknown document property name.
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