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<br />THG Revisions: 7/1/2011
<br />CONSTRUCTION, EASEMENT, RESTRICTION AND OPERATING AGREEMENT
<br />[SOUTH BEND MARRIOTT]
<br />ESTOPPEL AND RELEASE
<br />Date: July , 2011
<br />Reference is made to that certain Construction, Easement, Restriction and Operating
<br />Agreement dated as of May 1, 1987, and recorded with the St. Joseph County, Indiana Recorder
<br />( "Recorder ") as Instrument No. 8911535 on May 9, 1989 (the "Walkway Agreement "). All
<br />terms and words of art used herein, as indicated by the initial capitalization thereof, shall have
<br />the same respective meanings designated for such terms and words of art in the Walkway
<br />Agreement.
<br />At the request of Jenna Hotel Investments, LLC, a Delaware limited liability company
<br />( "Buyer "), in connection with its proposed acquisition of the Marriott Hotel located at 123 North
<br />St. Joseph Street in South Bend, Indiana, First Bank Center Limited Partnership, a Minnesota
<br />limited partnership ( "FBCLP "), hereby certifies to (a) Host Hotels & Resorts, L.P., a Delaware
<br />limited partnership ('Host ") and (b) Buyer, as follows:
<br />A. The Walkway Agreement is in full force and effect and has not been
<br />amended or otherwise modified, in writing or orally.
<br />B. As of the date of this Estoppel and to the actual knowledge of FBCLP, (a)
<br />based solely on day to day observations of the Walkway, Hotel Access Corridor, Access Hall,
<br />and Access Elevators (collectively, "Walkway Elements'l and (b) without further investigation,
<br />inspection or inquiry of any nature whatsoever and (c) in complete reliance upon the
<br />appointment of a manager pursuant to that certain Common Facilities Management Agreement
<br />dated as of November 1, 1981, as amended by that certain First Amendment to Common
<br />Facilities Management Agreement dated as of November 30, 1982, as further amended by that
<br />certain Second Amendment of Common Facilities Management Agreement dated as of October
<br />30, 1986, as further amended by that certain Third Amendment of Common Facilities
<br />Management Agreement dated as of May 1, 1987, a copy of which is attached hereto as Exhibit
<br />A Host and FBCLP have fully complied with any and all installation, construction,
<br />maintenance, operation, repair, replacement, insurance and expense obligations contained in the
<br />Walkway Agreement, including without limitation, obligations with respect to the Walkway
<br />Elements, except for certain items deschbed in the document entitled "Common Facilities Items
<br />Not in Good Condition or Repair," a copy of which is attached hereto as Exhibit B. In
<br />accordance with Section 5(c) of the Walkway Agreement, FBCLP shall pay thirty percent (30 %)
<br />of the costs and expenses incurred by the Board of Managers to operate, maintain and repair the
<br />Walkway pursuant to the Walkway Agreement. To the extent the cost to correct any items listed
<br />in Exhibit B is payable pursuant to the Walkway Agreement, FBCLP shall pay thirty (30 %) of
<br />the same. The statement set forth in this Section B specifically does not include any certification
<br />Walkway Agreement
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<br />D0CS- #3469822- v2 {0163M8.D0C;7 j
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