2976E ,.
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ESTOPPEL CERTIFICATE
WELLS FARGO BANK,NATIONAL ASSOCIATION,
Real Estate Group
11601 Wilshire Blvd., 17th Floor
Los Angeles, CA 90025
Attn: Judy Zombek
Loan No. 102495
RE Development Agreement(the "Develormient Aaeeinerit")recorded in the Official
Records of Los Angeles County, California on March 19, 2002 as Instrument No. 02-
066073 between the City of El Segundo, a municipal corporation (the "Cily") and TPG -
El Segundo Partners, LLC, a California corporation(the "De%,eloper'), regarding the real
property more particularly described in the Development Agreement(the "Pronertv")
The Development Agreement has been entered into in connection with the right of
Developer (or any successor or assign of Developer)to develop the Property. All references to
the "Development Agreement" shall also include El Segundo City Council Ordinance No. 1345,
Resolution No. 4241 and the Project Approvals as defined in the Development Agreement.
In connection with a loan to be secured by the Property to be made by Wells Fargo Bank,
National Association ("Lender"), the City hereby acknowledges the right of the Lender to rely
upon the statements and representations of the City contained in this Estoppel Certificate.
Capitalized terms used herein without definition have the respective meanings given to them in
the Development Agreement.
The City hereby states and represents with respect to the Development Agreement as
follows:
1. AG'REEMEI" T EFFECTIVE; NO DEFAULT. The City hereby certifies that, to its
knowledge as of the date hereof, (i) the Development Agreement has been duly executed
and delivered by the City and is in full force and effect, and the obligations of the City
thereunder are valid and binding, (ii) there have been no clarifications, amendments,
modifications or additions to the Development, written or oral, except for Operating
Memorandum No. 1, dated August 22, 2005 and Operating Memorandum No. 2, dated
October 11, 2002 (collectively, the "Operating Memoranda"), and the Development
Agreement, as clarified by the Operating Memoranda, represents the sole agreement
between the City and Developer with respect to the Property, incorporating all of the
terms and conditions between the parties pertaining the ownership, development and
operation of the Property and (iii) there exists no breach or default on the part of the City
or Developer under the Development Agreement.
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2. AUTHORITY. The undersigned, on behalf of the City, has the authority to execute and
deliver this Estoppel Certificate.
Executed on December 13—, 2005
CITY OF EL SEGUNDO,
a municipal corporation aag Buiiding Safety
By:
Its: Director, Plan
ATTEST
By: CK
APPROVED AS TO FORM
By:
Mark D. leiisic:y, City Aiv;r ey
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