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(,A�q) <br />GROUND LEASE /MOU ESTOPPEL CERTIFICATE AND AGREEMENT <br />PWA South Bend, LP <br />c/o PWA Real Estate, LLC <br />4900 Perry Highway, Suite300 <br />Pittsburgh, PA 15229 <br />Attn: John M. Schneider <br />"Irs 1 <br />The Royal Bank of Scotland plc <br />c/o RBS Financial Products Inc. <br />600 Washington Boulevard <br />Stamford, Connecticut 06901 <br />Attention: Real Estate Advisory <br />Re: That certain Ground Lease Agreement for Private Development dated October 22, 1979 <br />between City of South Bend Department of Redevelopment, as lessor ( "Landlord ") and <br />FBT Bancorp, Inc. (N/K/A 15' Source Corporation) ('T' Source "), as lessee, which was <br />recorded on November 13, 1979 as Document Number 7925386 in the Office of the <br />Recorder of St. Joseph County, Indiana, as amended by (a) Assignment of Ground Lease <br />dated March 15, 1981 by and between Is' Source, as assignor, and First Bank Center <br />Limited Partnership ( "Center "), as assignee, recorded on March 27, 1981 as [Document <br />No. 8104577 and Document Number 8104580] in the Office of the Recorder of St. <br />Joseph County, Indiana, (b) that certain First Amendment to Ground Lease dated March <br />12, 1982 by and between City of South Bend Department of Redevelopment, as lessor <br />and Center, as lessee, which was recorded on April 21, 1982 as Document Number <br />8205492 in the Office of the Recorder of St. Joseph County, Indiana and (c) Certificate of <br />Completion granted by the City of South Bend Department of Redevelopment, lessor to <br />I" Source dated April 12, 1982 and recorded April 13, 1982 as Document Number <br />8205043 in the Office of the Recorder of St. Joseph County, Indiana (collectively, the <br />"Ground Lease "), as assigned by Center to PWA South Bend, LP ( "Lessee ") by <br />[Assignment and Assumption of Ground Lease] made by Center and Lessee of even date <br />herewith and intended to be recorded in the Office of the Recorder of St. Joseph County, <br />Indiana (the "Assignment "). <br />And <br />Re: That certain Memorandum of Understanding (the "MOU ") dated effective as of <br />December 3, 2010, and among the City of South Bend, Indiana, by and through its Board <br />of Public Works (the "City "), Landlord, 1 st Source, and Host Hotels & Resorts, L.P. <br />Ladies and Gentlemen: <br />K tdr?5Vl &l4dwn document property name. <br />DOCS- a3 964 -V3 <br />