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representation as to the obligations contained in the Easement as to the [Seller's Property], of which and for which Undersigned Party has no knowledge whatsoever. C. The Common Facilities Management Agreement dated as of , a copy of which is attached hereto as Exhibit B constitutes the "Management Agreement" contemplated by the Easement, is in full force and effect, and satisfies all requirements of the "Management Agreement" set forth in the Easement. D. As of the date of this Estoppel and to Undersigned Party's best knowledge, the use and operation of . [Undersigned Party's Property] by Undersigned Party is in full compliance with the requirements of the Easement. E. As of the date of this Estoppel and to the actual knowledge of Undersigned Party, based solely on day to day observations of the Common Facilities 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, the use and operation of the Common Facilities by Seller, Undersigned Party and , as Manager, are in full compliance with the requirements of the Easement. F. As of the date of this Estoppel and to Undersigned Party's best knowledge, Undersigned Party has no right to claim or establish a Default Lien against any portion of the Hotel Parcel, the Office Building Parcel or Common Facilities pursuant to the terms of the Easement. G. 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 Default Lien against any portion of the Hotel Parcel, the Office Building Parcel or Common Facilities pursuant to the terms of the Easement. H. As of the date of this Estoppel and to Undersigned Party's best knowledge, Undersigned Party is not in breach or default under the Easement 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 Easement. I. 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 Easement, 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 Easement. J. 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 [Seller's Property] and (ii) the ground lessee's interest in the land underlying the [Seller's Property] by Buyer, and (b) the assignment to and unqualified assumption by Buyer of (i) the Easement and (ii) the ground lease Schedule 1 -3- 101651958.DOC;6 )