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or representation as to the obligations contained in the Walkway Agreement as to the Hotel (other than the Walkway Elements), of which and for which FBCLP has no knowledge whatsoever. C. As of the date of this Estoppel and to the best knowledge of FBCLP, the use and operation of the Office Building is in full compliance with the requirements of the Walkway Agreement. D. As of the date of this Estoppel and to the actual knowledge of FBCLP, based solely on day to day observations of the Walkway Elements and without further investigation, inspection or inquiry of any nature whatsoever and in complete reliance upon the appointment of a manager pursuant to the Management Agreement, (a) the use and operation of the Walkway Elements by Host, FBCLP and Marriott Hotel Services, Inc., as successor to Marriott Corporation, as Manager, are in full compliance with the requirements of the Walkway Agreement, and (b) all improvements located in or on the Office Building comply in all respects with all of the Walkway Agreement requirements applicable thereto. E. As of the date of this Estoppel and to FBCLP's best knowledge, FBCLP has no right to claim or establish any lien against any portion of the Hotel, the Office Building or First Bank Center Common Facilities pursuant to the terms of the Walkway Agreement. F. As of the date of this Estoppel, FBCLP has no actual notice of (without inquiry or investigation of any nature whatsoever), any reason why Host has a right to claim or establish a lien against any portion of the Hotel, the Office Building or First Bank Center Common Facilities pursuant to the terms of the Walkway Agreement. G. As of the date of this Estoppel and to FBCLP's best knowledge, FBCLP is not in breach or default under the Walkway Agreement, and no event has occurred which, given notice, the passage of time or both, would constitute a breach or default by FBCLP under the Walkway Agreement. H. As of the date of this Estoppel, FBCLP has no actual notice of (without inquiry or investigation of any nature whatsoever), (a) Host's breach or default under the Walkway Agreement, or (b) any event which may have occurred which, given notice, the passage of time or both, would constitute a breach or default by Host under the Walkway Agreement. 1. The individual executing this certificate on behalf of the undersigned entity is the authorized signatory of such entity, and as such has full power and authority to bind such entity. Upon (a) the closing of the sale of (i) the Hotel and (ii) the ground lessee's interest in the land underlying the Hotel by Buyer; (b) execution by all appropriate parties of that certain Amendment to the Walkway Agreement regarding the release of future parties transferring their interest in the Walkway Agreement, and (c) the assignment to and unqualified assumption by Buyer of (i) the Walkway Agreement and obligations arising thereunder and (ii) the hotel ground -2- ROCS- 1{3469822 -v2 101630998.DOC;7 } Error! Unknown document property name.