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OPERATION, MAINTENANCE AND EASEMENT AGREEMENT
<br /> ESTOPPEL AND RELEASE
<br /> Date: January . 2013
<br /> Reference is made to that certain Operation, Maintenance and Easement Agreement
<br /> dated as of October 22, 1979, and recorded with the St. Joseph County, Indiana Recorder
<br /> ("Recorder") as Instrument No. 8013310 on August 10, 1980 ("Original Easement"), as
<br /> amended by that certain First Amendment to Operation, Maintenance and Easement
<br /> Agreement dated as of January 19, 1982, and recorded with the Recorder as Instrument No.
<br /> 8213384 on September 2, 1982 ("First Amendment"), as further amended by that certain
<br /> Second Amendment to Operation, Maintenance and Easement Agreement dated as of May 1,
<br /> 1987, and recorded with the Recorder as Instrument No. 9021586 on August 10, 1990
<br /> ("Second Amendment"), as further amended by that certain Third Amendment to Operation.
<br /> Maintenance and Easement Agreement dated as of December 28, 2010, and recorded with
<br /> the Recorder as Instrument No. 1036707 on December 30, 2010 ("Third Amendment"). and
<br /> as further amended by that certain Fourth Amendment to Operation, Maintenance and
<br /> Easement Agreement dated as of August 4, 2011, and recorded with the Recorder as
<br /> Instrument No. 1120678 on August 15. 2011 ("Fourth Amendment," and the Original
<br /> Easement as amended by and together with the First Amendment, the Second Amendment,
<br /> the Third Amendment and the Fourth Amendment, collectively. the "Easement"). All terms
<br /> and words of art used herein, as indicated by the initial capitalization thereof, shall have the
<br /> same respective meanings designated for such terms and words of art in the Easement.
<br /> At the request of PWA South Bend, LP, a Pennsylvania limited partnership
<br /> ("Buyer"), in connection with its proposed acquisition from First Bank Center Limited
<br /> Partnership. a Minnesota limited partnership ("Seller"), of that certain Ground Lease
<br /> Agreement for Private Development dated October 22, 1979 between the City of South Bend
<br /> Department of Redevelopment, as lessor and FBT Bancorp, Inc.. as lessee, as subsequently
<br /> amended, assigned and modified ("Lease"). of real property located at 100 North Michigan
<br /> Street, South Bend, Indiana, Jenna Hotel Investments, LLC, a Delaware limited liability
<br /> company ("Undersigned Party-) hereby certifies to Seller and Buyer and Lender (as defined
<br /> below) as follows:
<br /> A. As of the date of this Estoppel and to Undersigned Party's best knowledge,
<br /> 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 Hotel Maintenance Area.
<br /> B. As of the date of this Estoppel and to the actual knowledge of Undersigned
<br /> Party, (a) based solely on day to day observations of the Common Facilities and (b) without
<br /> 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
<br /> described in Section C of this Estoppel, Seller and Undersigned Party have fully complied
<br /> with any and all installation, construction, maintenance, operation, repair, and replacement
<br /> DOCS-#3807227-v1
<br /> PHILI 2573277v 2
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