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This letter agreement is delivered at your request to evidence and set forth certain matters <br />with respect to the referenced Ground Lease. Pursuant to the Ground Lease, Landlord has leased <br />to Lessee (as the assignee of Center, as the assignee of I" Source), and Lessee (as the assignee of <br />Center, as the assignee of I" Source) has leased from Landlord, the land located in South Bend, <br />St. Joseph County, Indiana, as legally described in Exhibit A of the Ground Lease (the <br />"Premises "). The Premises is presently improved with a multi -story office building, related <br />surface parking and other ancillary improvements (the "Improvements "), which are owned by <br />Lessee, subject to the terms and conditions of the Ground Lease. (and the term "Premises," <br />includes any rights or interests of Landlord in the Improvements). <br />Landlord hereby certifies and agrees as follows: <br />1. True Correct and Complete Copies. A true, correct and complete executed copy <br />of the Ground Lease is attached hereto as Exhibit A -1. The Ground Lease set forth on Exhibit <br />AA =1, as amended by and together with this letter agreement, constitutes the entire agreement <br />between Landlord and any of 1" Source, Center or Lessee with respect to the Premises, except <br />for the MOU. A true, correct and complete executed copy of the MOU is attached hereto as <br />Exhibit A -2. <br />2. Landlord's Title. Landlord is the fee simple owner of the Premises, and except as <br />provided in the Ground Lease or pursuant to documents of record, it has not granted, conveyed, <br />sold, assigned, leased, mortgaged, transferred or pledged any interest in the Premises, in the <br />Ground Lease or in the rents received therefrom. <br />3. Completion of Improvements; Termination of Urban Renewal Plan. The <br />Improvements have been completed and Landlord has issued its Certificate of Completion. The <br />Urban Renewal Plan has terminated and is no longer in force or effect. <br />4. Assig_nent to Lessee. Landlord acknowledges that the assignment of the Ground <br />Lease effected by the Assignment is permitted under the Ground Lease. Lessee is lawfully in <br />possession of the Premises under the Ground Lease and, pursuant to the Assignment, is the <br />lessee under the Ground Lease, and the Ground Lease is in full force and effect, has not been <br />canceled, modified, extended or amended (except pursuant to a document attached hereto as <br />Exhibit A). <br />5. Rent. The fixed annual rent required by the Ground Lease, which is $7,387.00 <br />per year as of the date hereof, has been paid through tail 30, January 31. 2013. There are <br />currently no other charges (including percentage rent) due and payable to Landlord by or on <br />behalf of the lessee under the Ground Lease. <br />6. No Default. Neither Landlord nor Lessee (nor any predecessor in interest to <br />Lessee) is in default under the Ground Lease, nor is Landlord aware of any event which, with the <br />passage of any applicable cure periods would constitute a default of Landlord or Lessee under <br />the Ground Lease. <br />2 <br />Error! Unknown document property name. <br />p9�3fl4� 4�-v3 <br />