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CONTRACT FOR SALE OF LAND FOR PRIVATE DEVELOPMENT BY AND
<br />BETWEEN THE CITY OF SOUTH BEND AND THE SOUTH BEND
<br />REDEVELOPMENT COMMISSION AND AJW SOUTH BEND REALTY CORP. AND
<br />THE TJX COMPANIES, INC.
<br />ESTOPPEL CERTIFICATE
<br />The City of South Bend, Indiana, a municipal corporation existing under the laws of Indiana (the
<br />"City "), and the South Bend Redevelopment Commission, the governing body of the South Bend
<br />Department of Redevelopment and the Redevelopment District of the City of South Bend,
<br />Indiana (the "Commission "; the City and Commission are, collectively, "South Bend "), hereby
<br />state, certify and affirm the following, with respect to the possible sale of 1902 West Sample
<br />Street, South Bend, Indiana (the "Property "), to the following persons: AJW South Bend Realty
<br />Corp., an Indiana corporation, and its successors and assigns (the "Seller "), Garrison Holladay
<br />South Bend Owner LLC, a Delaware limited liability company, and its successors and assigns
<br />(the "Purchaser ") and any lender of Purchaser, with the knowledge and intent that the Purchaser
<br />and its lender shall rely hereon:
<br />1. South Bend is a party to that certain Contract for Sale of Land for Private
<br />Redevelopment, by and among South Bend, Seller and the TJX Companies, Inc., dated effective
<br />as of April 24, 2002 as amended by the First Amendment to Contract for Sale of Land for Private
<br />Redevelopment, by and among South Bend, Seller and the TJX Companies, Inc., dated effective
<br />as of April 20, 2007 (the "Contract for Sale "), as evidenced by a Memorandum of Contract for
<br />Sale of Land for Private Redevelopment to AJW South Bend Realty Corp. dated July 30, 2002
<br />and recorded July 31, 2002 as Instrument No. 0240863 in the Official Records of St. Joseph
<br />County, Indiana.
<br />2. There are no defaults, claims thereof, or any condition which with the
<br />giving of notice and /or passage of time could become a default pursuant to Article 12, Paragraph
<br />(4) of the Contract for Sale.
<br />3. Each and every term and provision of the Contract for Sale, other than the
<br />terms and provisions of Article 12, Paragraph (4), which have been embodied in the Quitclaim
<br />Deed dated July 30, 2002 and recorded July 31, 2002 as Instrument No. 0240864 in the Official
<br />Records of St. Joseph County, Indiana, are personal to Seller and /or the TJX Companies, Inc., as
<br />applicable, and do not run with the land, and are not and will not be binding on Purchaser or any
<br />successor to Purchaser.
<br />4. The undersigned and the person(s) executing this Certificate on behalf of
<br />the undersigned have the power and authority to render this Certificate.
<br />K &E 23674712.3
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