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15-0430_Dev Agr Estoppel Certificate_Pacific Poin DevDEVELOPMENT AGREEMENT ESTOPPEL CERTIFICATE THIS DEVELOPMENT AGREEMENT ESTOPPEL CERTIFICATE ("Estoppel") is made as of this'^ay of , 2015, by THE CITY OF SAN JUAN CAPISTRANO, a municipal corporation ("City ) for :he benefit of PACIFIC POINT DEVELOPMENT PARTNERS LLC, a Delaware limited liability company ("Purchaser") and LV PACIFIC POINT LLC, a Delaware limited liability company ("Seller"), with reference to the following facts: A. City and SJD Partners, Ltd. ("SJD"), as predecessor-in-interest to Seller, entered into that certain Amendment and Restatement of Development Agreement for the Pacifica San Juan Project dated July 16, 2004, by and between the City and SJD, recorded in the Official Records of Orange County, California ("Official Records") on July 12, 2004 as Instrument No. 2004-000624737, as amended by that certain Amendment to Amended and Restated Development Agreement for the Pacifica San Juan Project dated May 6, 2014, recorded in the Official Records on May 27, 2014 as Instrument No. 2014-000203485, together with that certain addendum thereto effectuated by that certain Agreement between the City and Seller (Operating Memorandum for Amended and Restated Development Agreement for the Pacifica San Juan Project) dated June 24, 2014, recorded in the Official Records on July 17, 2014 as Instrument No. 2014-000284207, as amended through the date hereof and from time to time (as so amended, the "Development Agreement"), pertaining to the development of certain real property owned by Seller and located in the City of San Juan Capistrano, California, informally known as the Pacifica San Juan Project (the "Property"). B. Seller and Purchaser (as successor by assignment to PVRE Investors LLC) are parties to that certain Agreement of Purchase and Sale and Escrow Instructions dated as of March 9, 2015 (as amended, the "Purchase Agreement"), whereby, subject to the terms of the Purchase Agreement, Seller will transfer all of its right, title and interest in the Property to the Purchaser, including, without limitation, any of Seller's right, title and interest in any project entitlements, such as subdivision maps and conditions attached thereto, subdivision improvement agreements, and other agreements with the City, including the Development Agreement, all in accordance with the Purchase Agreement. C. Purchaser has requested that the City deliver this Estoppel Agreement in connection with the transactions contemplated by the Purchase Agreement. NOW THEREFORE, in consideration of the foregoing facts, the City certifies to Seller, Purchaser, and its successors and assigns, any title company issuing policies of title insurance, and any future lenders: 1. The Development Agreement is in full force and effect and is a binding obligation of the parties. Except as expressly set forth in the Recitals hereto, the Development Agreement has not been amended or modified either orally or in writing. 2. There exists no breach, default, event or condition which, with the giving of notice or the passage of time or both, would constitute a breach or default under the Development Agreement including, without limitation, with respect to any timeframes set forth thereunder that were required to have been met prior to the date hereof. 3. There are no existing claims, defenses or offsets against payments due or to become due under the Development Agreement. 4. This Estoppel may be executed in counterparts which taken together shall constitute one and the same instrument. [SIGNATURE PAGES TO FOLLOW] 101892857 3 (Lehman_PSJ - City Estoppel (Development Agreement) - D]VlB).doc 2 IN WITNESS WHEREOF, City has executed this Estoppel as of the date first set forth above. "CITY" CITY OF SAN JUAN CAPISTRANO, a municipal corporation Title: Cty^CWAU APPROVEDAS TO FORM FOR CITY: Name: Title: CHT^ />^0m^ Signature Page - Estoppel Certificate - City of San Juan Capistrano Pacifica San Juan Wilson, Karen From: Sent: To: Cc: Subject: Attachments: Ayako Rauterkus <ARauterkus@sanjuancapistrano.org> Wednesday, May 06, 2015 11:30 AM Van Ligten, Hans Charles View; Wilson, Karen; Alisha Patterson (apattersonrutan@gmail.com) FW: Pacific Point Development Agreement Estoppel 101892857_3 (Lehman_PSJ - City Estoppel (Development Agreement) - DMB).doc Importance: High Hi Hans, Charlie asked me to forward the estoppel agreement for the Pacifica San Juan project for you to sign as to form. Please sign and mail the original back to my attention. Thank you for all your help and guidance you provided to the City of San Juan! Ayako Rauterkus Development Services Dept. City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 T: 949.443.6325 F: 949.202.5469 From: Gordon, Lisa [mailto:lisa.gordon@lehmanholdings.com] Sent: Tuesday, April 28, 2015 9:25 AM To: Charles View; Hans Van Ligten Cc: Ayako Rauterkus; Douglas M. Champion (DChampion@gibsondunn.com); jperrin@dmbpv.com Subject: Pacific Point Development Agreement Estoppel I wanted to follow up on the estoppel for the Buyer at Pacific Point. As I mentioned last week, the Buyer has formed a specific ownership entity for the project. Pacific Point Development Partners LLC. As such, we updated the estoppel to reflect the new Buyer name. Attached please find a clean copy for City's signature. I know that Hans was waiting for Council to take action on the reinstated SIAs and bonds before he signed, and given the approval of same on April 21,1 believe everything is in order. Please let me know if you have any questions or comments. Thank you very much. Lisa Gordon Lehman Brothers Holdings Inc. 3121 Michelson Drive Suite 200 Irvine, CA 92612 949 260 4671 Lisa.gordon@lehmanholdings.com Charlie, Hans: 1 Confidentiality Notice: The contents of this email, all related responses and any files and/or attachments transmitted with it are CONFIDENTIAL and are intended solely for the use of the individual or entity to whom they are addressed. This email may contain legally privileged or confidential information and may not be disclosed or forwarded to anyone else without authorization from the originator of this email. If you have received this email in error, please notify the sender immediately and delete all copies from your system. 2