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OPERATION, MAINTENANCE AND EASEMENT AGREEMENT
<br />[SOUTH BEND MARRIOTT]
<br />ESTOPPEL AND RELEASE
<br />Date:
<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 ( "Recorder ")
<br />as Instrument No. 8013310 on August 10, 1980, as amended by that certain First Amendment to
<br />Operation, Maintenance and Easement Agreement dated as of January 19, 1982, and recorded
<br />with the Recorder as Instrument No. 8213384 on September 2, 1982, as further amended by that
<br />certain Second Amendment to Operation, Maintenance and Easement Agreement dated as of
<br />May 1, 1987, and recorded with the Recorder as Instrument No. 9021586 on August 10, 1990, as
<br />further amended by that certain Third Amendment to Operation, Maintenance and Easement
<br />Agreement dated as of December 28, 2010, and recorded with the Recorder as Instrument No.
<br />1036707 on December 30, 2010, and as further amended by that certain Fourth Amendment to
<br />Operation, Maintenance and Easement Agreement dated as of , and recorded with
<br />the Recorder as Instrument No. on (collectively, the "Easement ").
<br />All terms and words of art used herein, as indicated by the initial capitalization thereof, shall
<br />have the same respective meanings designated for such terms and words of art in the Easement.
<br />At the request of ( "Buyer "), in connection with its proposed acquisition of
<br />located at , South Bend, Indiana [Seller's Property],
<br />( "Undersigned Party"), as owner of [Undersigned Party's Property],
<br />hereby certifies to (a) ( "Seller ") and (b) Buyer, as'follows:
<br />A. As of the date of this Estoppel and to Undersigned Party's best
<br />knowledge, Undersigned Party has fully complied with any and all installation, construction,
<br />maintenance, operation, repair, and replacement obligations contained in the Easement with
<br />respect to the [Undersigned Party's] Maintenance Area.
<br />B. As of the date of this Estoppel and to the actual knowledge of
<br />Undersigned Party, (a) based solely on day to day observations of the Common Facilities and (b)
<br />without further investigation, inspection or inquiry of any nature whatsoever and (c) in complete
<br />reliance upon the appointment of a manager pursuant to the Management Agreement described
<br />in Section C of this Estoppel, Seller and Undersigned Party have fully complied with any and all
<br />installation, construction, maintenance, operation, repair, and replacement obligations contained
<br />in the Easement with respect to the Common Facilities, except for certain items described in the
<br />document entitled "Common Facilities Items Not in Good Condition or Repair," a copy of which
<br />is attached hereto as Exhibit A. In accordance with Section 3(d) of the Easement, Undersigned
<br />Party shall pay percent C _ %) of costs and expenses incurred by the Manager
<br />pursuant to the Easement and the Management Agreement described in Section C of this
<br />Estoppel to operate, maintain and repair the Common Facilities. To the extent the cost to correct
<br />the items listed in Exhibit A is payable pursuant to the Easement and the Management
<br />Agreement, Undersigned Party shall pay percent ( %) of the same. The
<br />statement set forth in this Section B specifically does not include any certification or
<br />Schedule 1
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<br />(01651958.DOC;6 )
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