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CONSTRUCTION, EASEMENT, RESTRICTION AND OPERATING AGREEMENT
ESTOPPEL
Date: 5 v , 2017
Reference is made to that certain Construction, Easement, Restriction and Operating
Agreement by and among South Bend Joint Venture, an Indiana general partnership, f/k/a Rahn
Properties II ("Venture"), 1st Source Corporation, an Indiana corporation, f/k/a First Bank &
Trust Company of South Bend (" 1st Source"), the City of South Bend, Indiana, a municipal
corporation under the Laws of the State of Indiana, acting by and through its Board of Public
Works ("City"), the City of South Bend Department of Redevelopment, a department of the City
("Department") and the South Bend Civic Center Board of Managers, a board created under the
ordinances of the City of South Bend and pursuant to the Indiana State Code ("Board"), dated
May 1, 1987, and recorded in the Official Records of St. Joseph County, Indiana (the "Official
Records") on May 9, 1989, as Document No. 8911535, as amended by that certain First
Amendment to Construction, Easement, Restriction and Operating Agreement, by and among
Jenna Hotel Investments, LLC, a Delaware limited liability company ("Jenna') (as successor to
Venture and Host Hotels & Resorts, L.P.), Center, City, the Department (by and through the
South Bend Redevelopment Commission) and the Board, dated August 4, 2011, and recorded in
the Official Records on August 15, 2011, as Document No. 1120677 (collectively, the "Wallcway
Agreement"). The undersigned party ("Undersigned Party") is the successor in interest to Is'
Source under the Walkway Agreement. All terms and words of art used herein, as indicated by
the initial capitalization thereof, shall have the same respective meanings designated for such
terms and words of art in the Walkway Agreement.
At the request of AFP I I I Corp., a Delaware corporation ("AFP" ), in connection with its
proposed acquisition from Jenna of that certain real property located at 123 N. St. Joseph Street,
South Bend, Indiana, and the improvements located thereon (collectively the "Property"), the
Undersigned Party hereby certifies to Jenna, AFP, and Lender (as defined below), as follows:
A. The Walkway Agreement is in full force and effect.
B. The Walkway Agreement has not been modified or amended, except as set forth
herein.
C. As of the date of this Estoppel and to the actual knowledge of Undersigned Party,
(a) based solely on day to day observations of the Walkway, Hotel Access Corridor, Access Hall,
and Access Elevator (collectively, the "Walkway Elements") and (b) without further
investigation, inspection or inquiry of any nature whatsoever, no party to the Walkway
Agreement is in default, except as follows: None
D. The nature of any existing default is as follows: None
E. To the best knowledge of the Undersigned Party, as of the date hereof: the annual
"Maximum Contribution" as defined in the Walkway Agreement is $
F. The Undersigned Party has been informed that the existing mortgage loan held by
Wilmington Trust, National Association, as Trustee, for the benefit of the holders of COMM
43413.0015/135198916.5
2015-PCI Mortgage Trust Commercial Mortgage Pass -Through Certificates ("Lender") is being
assumed by AFP, and such mortgage loan is secured by a mortgage upon the fee interest in the
Property (as such mortgage may hereafter be amended, restated, modified and supplemented
from time to time).
Notices. The Undersigned Party shall provide, simultaneously with its provision to AFP,
a copy of any notice of any default, breach, failure, violation or termination of the Walkway
Agreement to Lender, at the following address or such other address as Lender may designate
from time to time in a written notice to the Undersigned Party:
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
c/o Wells Fargo Bank, National Association
Three Wells Fargo
401 South Tryon Street, 8th Floor
MAC D 1050-084
Charlotte, North Carolina 28202
Re: COMM 2015-PCI; Loan No.: 304171025
Any and all notices give hereunder shall be given in accordance with Section 13 of the
Walkway Agreement.
The individual executing this certificate on behalf of the Undersigned Party is the
authorized signatory of such entity, and as such has full power and authority to bind such entity.
This certificate may be relied upon and shall inure to the benefit of AFP and Lender and their
respective successors and assigns and title companies, and shall be binding upon the
Undersigned Party and its successors and assigns.
[Remainder Intentionally Left Blank]
43413-0015/t35198916.5
[Signature Page to Construction, Easement, Restriction and Operation Agreement Estoppel]
IN WITNESS WHEREOF, the Undersigned Party has duly executed this certificate as of the
year and date first above written.
PWA SOUTH BEND, LP,
a Pennsylvania limited partnership
By: PWA FBC, LLC, a Delaware limited
liability company, its General Partner
Name:
Name: John M. Schneider
Title: President/Manager
43413-0015/135198916.5
R
CERTIFICATION
(Construction, Easement, Restriction and Operating Agreement Estoppel)
At the request of AFP 11 I Corp., a Delaware corporation ("AFP), in connection with its
proposed acquisition of certain real property located at 123 N. St. Joseph Street, South Bend,
Indiana, the South Bend Civic Center Board of Managers hereby certifies to Jenna Hotel
Investments, LLC, a Delaware limited liability company, AFP, and Wilmington Trust, National
Association, as Trustee, for the benefit of the holders of COMM 2015-PCI Mortgage Trust
Commercial Mortgage Pass -Through Certificates ("Lender "), and their respective successors and
assigns and title companies, that (i) it has reviewed the foregoing Estoppel Certificate by PWA
South Bend, LP, a Pennsylvania limited partnership, and (ii) to the best of its knowledge, the
statements contained therein are true, correct and complete in all material respects. The South
Bend Civic Center Board of Managers shall comply with the paragraph above entitled "Notices"
the same as the "Undersigned Party" thereunder. AFP and Lender may rely hereupon.
South Bend Civic Center Board of Managers
By:
Name:
Title:
Date:
43413-0015/135t98916.5
CERTIFICATION
(Construction, Easement, Restriction and Operating Agreement Estoppel)
At the request of AFP III Corp., a Delaware corporation ("AFP"), in connection with its
proposed acquisition of certain real property location at 123 N. St. Joseph Street, South Bend,
Indiana, the City of South Bend, by and through its Board of Public Works hereby certifies to
Jenna Hotel Investments, LLC, a Delaware limited liability company, AFP, and Wilmington
Trust, National Association, as Trustee, for the benefit of the holders of COMM 2015-PCI
Mortgage Trust Commercial Mortgage Pass -Through Certificates ("Lender"), and their
respective successors and assigns and title companies, that (i) it has reviewed the foregoing
Estoppel Certificate by PWA South Bend, LP, a Penrisylvania limited partnership, and (ii) to the
best of its knowledge, the statements contained herein are true, correct and complete in all
material respects. The City of South Bend, by and through its Board of Public Works shall
comply with the paragraph above entitled "Notices" the same as the "Undersigned Party"
thereunder. AFP and Lender may rely hereupon.
By:
Name: Elizabeth Maradik
Title: Member
Date:
By: i) �.. _.
Name: JanAs Mueller
Title: Member
Date:
CITY OF SOUTH BEND, by its Board of
Public Works
Name: Gary A. Gilot
Title: Board President
Date:
By. -
Name: "Therese Dora
Title: Member
Date:
By:
Name: Suzanna Fritzberg
Title: Member
Date:
Attest t r Cat-et-�
Name: i da M. Martin
Title: Clerk
43413-0015/135198916.5