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15-0430 Development Agreement Estoppel Certificate - PACIFICADEVELOPMENT AGREEMENT ESTOPPEL CERTIFICATE THIS DEVELOPMENT AGREEMENT ESTOPPEL CERTIFICATE ("Estoppel") is made as of this'ltday ofPV6k , 2015, by THE CITY OF SAN JUAN CAPISTRANO, a municipal corporation ("City") for the 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 SID, 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 properly 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] 1018928573 (Lehman_PS1- City Estoppel (Development Agreement) - DMB) (2).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: Development Services Director REMMUTAII &NIMM V4 APPROVAS TO FORM FOR CITY: QJ� Name: ' lAffi VAw AWA%, Title: tA!Q1 k" Signature Page — Estoppel Certificate —City of San Juan Capistrano Pacifica San Juan