6B (1) - Laserfiche WebLink

Home Browse Search

CONSTRUCTION, EASEMENT, RESTRICTION AND OPERATING AGREEMENT [SOUTH BEND MARRIOTT] ESTOPPEL AND RELEASE Date: Reference is made to that certain Construction, Easement, Restriction and Operating Agreement dated as of May 1, 1987, and recorded with the St. Joseph County, Indiana Recorder ( "Recorder ") as Instrument No. 8911535 on May 9, 1989, and as amended by that certain First Amendment to Construction, Easement, Restriction and Operating Agreement dated as of , and recorded with the Recorder as Instrument No. _ on (the "Walkway Agreement "). All terms and words of art used herein, as indicated by the initial capitalization thereof, shall have the same respective meanings designated for such terms and words of art in the Walkway Agreement. At the request of ( "Buyer "), in connection with its proposed acquisition of located at , South Bend, Indiana [Seller's Property], ( "Undersigned Party"), as owner of [Undersigned Party's Property], hereby certifies to (a) ( "Seller") and (b) Buyer, as follows: A. The Walkway Agreement is in full force and effect and has not been amended or otherwise modified, in writing or orally. B. As of the date of this Estoppel and to the actual knowledge of Undersigned Party, (a) based solely on day to day observations of the Walkway, Hotel Access Corridor, Access Hall, and Access Elevators (collectively, "Walkway Elements ") and (b) without further investigation, inspection or inquiry of any nature whatsoever and (c) in complete reliance upon the appointment of a manager pursuant to that certain Common Facilities Management Agreement dated as of , ( "Management Agreement ") a copy of which is attached hereto as Exhibit A, Seller and Undersigned Party have fully complied with any and all installation, construction, maintenance, operation, repair, replacement, insurance and expense obligations contained in the Walkway Agreement, including without limitation, obligations with respect to the Walkway Elements, except for certain items described in the document entitled "Common Facilities Items Not in Good Condition or Repair," a copy of which is attached hereto as Exhibit B. In accordance with Section 5(c) of the Walkway Agreement, Undersigned Party shall pay percent (_%) of the costs and expenses incurred by the Board of Managers to operate, maintain and repair the Walkway pursuant to the Walkway Agreement. To the extent the cost to correct any items listed in Exhibit B is payable pursuant to the Walkway Agreement, Undersigned Party shall pay (_ %) of the same. The statement set forth in this Section B specifically does not include any certification or representation as to the obligations contained in the Walkway Agreement as to [Seller's Property] (other than the Walkway Elements), of which and for which Undersigned Party has no knowledge whatsoever. Schedule 1 -2- (01652540.DOC;5 )