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C. As of the date of this Estoppel and to Undersigned Party's best knowledge, the use and operation of [Undersigned Parry's Property] 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 Undersigned Party, 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 Seller, Undersigned Party and , as Manager, are in full compliance with the requirements of the Walkway Agreement, and (b) all improvements located in or on [Seller's Property] comply in all respects with all of the Walkway Agreement requirements applicable thereto. E. As of the date of this Estoppel and to Undersigned Party's best knowledge, Undersigned Party 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, Undersigned Party has no actual notice of (without inquiry or investigation of any nature whatsoever), any reason why Seller 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 Undersigned Party's best knowledge, Undersigned Party 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 Undersigned Party under the Walkway Agreement. H. As of the date of this Estoppel, Undersigned Party has no actual notice of (without inquiry or investigation of any nature whatsoever), (a) Seller'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 Seller under the Walkway Agreement. I. 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) [Seller's Property] and (ii) the ground lessee's interest in the land underlying [Seller's Property] by Buyer; and (b) the assignment to and unqualified assumption by Buyer of (i) the Walkway Agreement and obligations arising thereunder and (ii) the ground lease (dated ), Undersigned Party shall release Seller from any and all liability and obligation related to or arising out of the Walkway Agreement. Schedule 1 -3- (01652540 DOC;5 )